PATRICK INDUSTRIES INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company maintains “disclosure controls and procedures”, as such term is defined under Securities Exchange Act Rule 13a-15(e) or 15d-15(e), that are designed to ensure that information required to be disclosed in our Securities Exchange Act of 1934, as amended (the “Exchange Act”) reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, the Company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and the Company’s management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 36 Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control Over Financial Reporting We are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the fair and reliable preparation and presentation of our published financial statements. We continually evaluate our system of internal control over financial reporting to determine if changes are appropriate based upon changes in our operations or the business environment in which we operate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This assessment included a review of the documentation of controls, an assessment of the design effectiveness of controls, testing of the operating effectiveness of controls, and a conclusion on this evaluation. Based on our assessment, we have concluded that our internal control over financial reporting was effective as of December 31, 2023. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, audited our internal control over financial reporting as of December 31, 2023, as stated in their report in the section entitled “Report of Independent Registered Public Accounting Firm” included elsewhere in this Form 10-K, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. Changes in internal control over financial reporting There have been no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2023 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 37 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors of the Company The information required by this item with respect to directors is set forth in our definitive Proxy Statement for our 2024 Annual Meeting of Shareholders to be filed with the SEC pursuant to Regulation 14A (the “2024 Proxy Statement”) under the captions “Election of Directors” and “Delinquent Section 16(a) Reports,” which information is hereby incorporated herein by reference. Executive Officers of the Registrant The information required by this item is set forth under the caption “Executive Officers of the Company” in Part I of this Annual Report on Form 10-K. Audit Committee Information on our Audit Committee is contained under the caption “Audit Committee” in the Company's 2024 Proxy Statement and is incorporated herein by reference. Code of Ethics and Business Conduct We have adopted a Code of Ethics and Business Conduct Policy applicable to all employees. Our Code of Ethics and Business Conduct Policy is available on the Company’s web site at www.patrickind.com under “For Investors”. We intend to post on our web site any substantive amendments to, or waivers from, our Code of Ethics and Business Conduct Policy as well as our Corporate Governance Guidelines. We will provide shareholders with a copy of these policies without charge upon written request directed to the Company’s Corporate Secretary at the Company’s address. Corporate Governance Information on our corporate governance practices is contained under the caption “Corporate Governance Highlights” in the Company's 2024 Proxy Statement and incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is set forth in our 2024 Proxy Statement under the caption “Executive Compensation," "Compensation Committee Interlocks and Director Participation," and "Compensation Committee Report," and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item is set forth in our 2024 Proxy Statement under the captions “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management,” and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is set forth in our 2024 Proxy Statement under the captions “Related Party Transactions” and “Corporate Governance Highlights”, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is set forth in our 2024 Proxy Statement under the heading “Independent Public Accountants,” and is incorporated herein by reference. 38 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) The financial statements listed in the accompanying Index to the Financial Statements on page F-1 of the separate financial section of this Report are incorporated herein by reference. (3) The exhibits required to be filed as part of this Annual Report on Form 10-K are listed under (c) below. (c) Exhibits Exhibit Number Exhibits 3.1 Articles of Incorporation of Patrick Industries, Inc. (filed as Exhibit 3.1 to the Company’s Form 10-K filed on March 30, 2010 and incorporated herein by reference). 3.2 Amendment to the Articles of Incorporation of Patrick Industries, Inc. dated June 5, 2018 (filed as Exhibit 3.2 to the Company's Form 10-K filed on February 28, 2019 and incorporated herein by reference). 3.3 Amended and Restated By-laws of Patrick Industries, Inc. (filed as Exhibit 3.1 to the Company's Form 8-K filed on May 8, 2020 and incorporated herein by reference). 4.1 Indenture (including Form of Note), dated as of September 17, 2019, among Patrick Industries, Inc., the guarantors from time to time party thereto and U.S. Bank, National Association, as Trustee (filed as Exhibit 4.1 to the Company's Form 8-K filed on September 18, 2019 and incorporated herein by reference). 4.2 Indenture (including Form of Note), dated as of April 20, 2021, among Patrick Industries, Inc., the guarantors from time to time party thereto and U.S. Bank, National Association, as Trustee (filed as Exhibit 4.1 to the Company's Form 8-K filed on April 26, 2021 and incorporated herein by reference). 4.3 Indenture (including Form of Note) with respect to the Company's 1.75% Convertible Senior Notes due 2028, dated as of December 13, 2021. between Patrick Industries, Inc. and U.S. Bank National Association, as trustee. (filed as Exhibit 4.1 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 4.4** Description of the Company’s common stock. 10.1 Patrick Industries, Inc. 2009 Omnibus Incentive Plan (filed as Appendix A to the Company’s revised Definitive Proxy Statement on Schedule 14A filed on October 20, 2009 and incorporated herein by reference). 10.2* Form of Employment Agreement with Executive Officers (filed as Exhibit 10.2 to the Company’s Form 10-K filed on March 30, 2010 and incorporated herein by reference). 10.3* Form of Non-Qualified Stock Option Agreement (filed as Exhibit 10.3 to the Company’s Form 10-K filed on February 24, 2023 and incorporated herein by reference) . 10.4* Form of Officer and Employee Time-Based Restricted Share Award (filed as Exhibit 10. 4 to the Company’s Form 10-K filed on February 24, 2023 and incorporated herein by reference). 10.5* Form of Officer and Employee Time-Based Restricted Share Award and Performance Contingent Restricted Share Award (filed as exhibit 10.5 to the Company's Form 10-K filed on February 24, 2023 and incorporated herein by reference) . 10.6* Form of Non-Employee Director Restricted Share Award (filed as Exhibit 10.6 to the Company’s Form 10-K filed on February 24, 2023 and incorporated herein by reference) . 10.7* Form of Stock Appreciation Rights Agreement (filed as Exhibit 10.7 to the Company’s Form 10-K filed on February 24, 2023 and incorporated herein by reference) . 10.8 First amendment to Fourth Amended and Restated Credit Agreement dated August 11, 2022 by and among the Company, the Guarantors, the lenders from time to time a party thereto and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to the Company's Form 8-K filed on August 15, 2022 and incorporated herein by reference). 10.9 Base Convertible Bond Hedge Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Bank of America, N.A. (filed as Exhibit 10.1 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 39 10.10 Base Convertible Bond Hedge Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Nomura Global Financial Products Inc. (filed as Exhibit 10.2 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.11 Base Convertible Bond Hedge Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Wells Fargo Bank, National Association. (filed as Exhibit 10.3 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.12 Base Issuer Warrant Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Bank of America, N.A. (filed as Exhibit 10.4 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.13 Base Issuer Warrant Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Nomura Global Financial Products Inc. (filed as Exhibit 10.5 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.14 Base Issuer Warrant Transaction Confirmation, dated as of December 7, 2021, by and between Patrick Industries. Inc. and Wells Fargo Bank, National Association. (filed as Exhibit 10.6 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.15 Additional Convertible Bond Hedge Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.7 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.16 Additional Convertible Bond Hedge Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Nomura Global Financial Products Inc. (filed as Exhibit 10.8 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.17 Additional Convertible Bond Hedge Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Wells Fargo Bank, National Association. (filed as Exhibit 10.9 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.18 Additional Issuer Warrant Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Bank of America, N.A. (filed as Exhibit 10.10 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.19 Additional Issuer Warrant Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Nomura Global Financial Products Inc. (filed as Exhibit 10.11 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.20 Additional Issuer Warrant Transaction Confirmation, dated as of December 9, 2021, by and between Patrick Industries, Inc. and Wells Fargo Bank, National Association. (filed as Exhibit 10.12 to the Company's Form 8-K filed on December 13, 2021 and incorporated herein by reference) 10.21* Employment Agreement with Executive Chairman of the Board of Directors. (filed as Exhibit 10.1 to the Company's Form 8-K filed on January 10, 2022 and incorporated herein by reference) 21** Subsidiaries of the Registrant. 23.1** Consent of Deloitte & Touche LLP. 31.1** Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. 31.2** Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. 32** Certification pursuant to 18 U.S.C. Section 1350. 97** Incentive Compensation Recovery Policy 40 XBRL Exhibits. Interactive Data Files. The following materials are filed electronically with this Annual Report on Form 10-K: 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Label Linkbase Document 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document Attached as Exhibits 101 to this report are the following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Consolidated Balance Sheet; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Shareholders’ Equity; and (v) the Consolidated Statements of Cash Flows, and the related Notes to these financial statements in detail tagging format. *Management contract or compensatory plan or arrangement. **Filed herewith. ***Management contract or compensatory plan or arrangement and filed herewith. All other financial statement schedules are omitted because they are not applicable or the required information is immaterial or is shown in the Notes to Consolidated Financial Statements. ITEM 16. FORM 10-K SUMMARY None. 41 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized PATRICK INDUSTRIES, INC. Date: February 29, 2024 By: /s/ Andy L. Nemeth Andy L. Nemeth Chief Executive Officer Pursuant to the Requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Andy L. Nemeth Chief Executive Officer February 29, 2024 Andy L. Nemeth (Principal Executive Officer) Director /s/ Matthew S. Filer Interim Executive Vice President Finance, February 29, 2024 Matthew S. Filer Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) /s/ Joseph M. Cerulli Director February 29, 2024 Joseph M. Cerulli /s/ Todd M. Cleveland Chairman of the Board February 29, 2024 Todd M. Cleveland /s/ John A. Forbes Director February 29, 2024 John A. Forbes /s/ Michael A. Kitson Director February 29, 2024 Michael A. Kitson /s/ Pamela R. Klyn Director February 29, 2024 Pamela R. Klyn /s/ Derrick B. Mayes Director February 29, 2024 Derrick B. Mayes /s/ Denis G. Suggs Director February 29, 2024 Denis G. Suggs /s/ M. Scott Welch Lead Independent Director February 29, 2024 M. Scott Welch 42 PATRICK INDUSTRIES, INC. Index to the Financial Statements Report of Independent Registered Public Accounting Firm, Deloitte & Touche LLP (Firm ID No. 34 ) F-2 Financial Statements : Consolidated Statements of Income F-4 Consolidated Statements of Comprehensive Income F-5 Consolidated Balance Sheets F-6 Consolidated Statements of Cash Flows F-7 Consolidated Statements of Shareholders' Equity F-8 Notes to Consolidated Financial Statements F-9 F-1 Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Patrick Industries, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Patrick Industries, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these 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 these 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 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 financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 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 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. F-2 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 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 financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the 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. Goodwill – Fiberglass Reporting Unit – Refer to Notes 1 and 6 to the Financial Statements Critical Audit Matter Description The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. When calculating the present value of future cash flows under the income approach, the Company takes into consideration forecasted sales volumes, operating income, and a discount rate. The Company uses a market approach as a secondary valuation method to evaluate the income approach. The market approach includes a comparison of multiples of earnings before interest, taxes, depreciation, and amortization (EBITDA) for the reporting unit to similar businesses or guideline companies whose securities are actively traded in public markets. The estimated fair value of the Company’s reporting unit was determined to exceed the carrying value for the year end December 31, 2023, and so no impairment was recognized. We identified goodwill for the Fiberglass Reporting Unit as a critical audit matter because of the significant judgments made by management to estimate the fair value of the Fiberglass Reporting Unit and the difference between its fair value and carrying value. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to selection of the discount rate and forecasts of future revenue and operating margin, specifically due to the sensitivity of the Fiberglass Reporting Unit’s operations. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the discount rate and forecasts of sales and operating income used by management to estimate the fair value of certain reporting units included the following, among others: • We tested the effectiveness of controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the Fiberglass Reporting Unit related to management’s selection of the discount rates and forecasts of sales and operating income. • We evaluated management’s ability to accurately forecast sales and operating income by comparing actual results to management’s historical forecasts. • We evaluated the reasonableness of management’s sales and operating income assumptions included in the income approach model, and the extent to which forecast projection risk had been contemplated in the selection of the discount rate by comparing the forecasts to historical sales and operating income. • With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and discount rate by testing the source information underlying the determination of the discount rate, the mathematical accuracy of the calculations and developing a range of independent estimates and comparing those to the discount rate selected by management. /s/ Deloitte & Touche LLP Chicago, Illinois February 29, 2024 We have served as the Company's auditor since 2019. F-3 PATRICK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME ($ in thousands except per share data) Year Ended December 31, 2023 2022 2021 NET SALES $ 3,468,045 $ 4,881,872 $ 4,078,092 Cost of goods sold 2,685,812 3,821,934 3,276,898 GROSS PROFIT 782,233 1,059,938 801,194 Operating Expenses: Warehouse and delivery 143,921 163,026 139,606 Selling, general and administrative 299,418 327,513 253,547 Amortization of intangible assets 78,694 73,229 56,329 Total operating expenses 522,033 563,768 449,482 OPERATING INCOME 260,200 496,170 351,712 Interest expense, net 68,942 60,760 57,890 Income before income taxes 191,258 435,410 293,822 Income taxes 48,361 107,214 68,907 NET INCOME $ 142,897 $ 328,196 $ 224,915 BASIC EARNINGS PER COMMON SHARE $ 6.64 $ 14.82 $ 9.87 DILUTED EARNINGS PER COMMON SHARE $ 6.50 $ 13.49 $ 9.63 Weighted average shares outstanding - Basic 21,519 22,140 22,780 Weighted average shares outstanding - Diluted 22,025 24,471 23,355 See accompanying Notes to Consolidated Financial Statements. F-4 PATRICK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ($ in thousands) Year Ended December 31, 2023 2022 2021 NET INCOME $ 142,897 $ 328,196 $ 224,915 Other comprehensive income (loss), net of tax: Change in unrealized gain on hedge derivatives — 757 4,131 Foreign currency translation gain (loss) ( 75 ) ( 97 ) 142 Other ( 229 ) 873 ( 449 ) Total other comprehensive income (loss) ( 304 ) 1,533 3,824 COMPREHENSIVE INCOME $ 142,593 $ 329,729 $ 228,739 See accompanying Notes to Consolidated Financial Statements. F-5 PATRICK INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS December 31, ($ in thousands except share data) 2023 2022 ASSETS Current Assets Cash and cash equivalents $ 11,409 $ 22,847 Trade and other receivables, net 163,838 172,890 Inventories 510,133 667,841 Prepaid expenses and other 49,251 46,326 Total current assets 734,631 909,904 Property, plant and equipment, net 353,625 350,572 Operating lease right-of-use-assets 177,717 163,674 Goodwill 637,393 629,263 Intangible assets, net 651,153 720,230 Other non-current assets 7,929 8,828 TOTAL ASSETS $ 2,562,448 $ 2,782,471 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current maturities of long-term debt $ 7,500 $ 7,500 Current operating lease liabilities 48,761 44,235 Accounts payable 140,524 142,910 Accrued liabilities 111,711 172,595 Total current liabilities 308,496 367,240 Long-term debt, less current maturities, net 1,018,356 1,276,149 Long-term operating lease liabilities 132,444 122,471 Deferred tax liabilities, net 46,724 48,392 Other long-term liabilities 11,091 13,050 TOTAL LIABILITIES 1,517,111 1,827,302 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Preferred stock, no par value; authorized 1,000,000 shares; none issued or outstanding — — Common stock, no par value; authorized 40,000,000 shares; issued and outstanding 2023 - 22,160,608 shares; issued and outstanding 2022 - 22,212,360 shares 203,258 197,003 Accumulated other comprehensive loss ( 999 ) ( 695 ) Retained earnings 843,078 758,861 TOTAL SHAREHOLDERS’ EQUITY 1,045,337 955,169 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,562,448 $ 2,782,471 See accompanying Notes to Consolidated Financial Statements. F-6 PATRICK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in thousands) Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 142,897 $ 328,196 $ 224,915 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 144,543 130,757 104,808 Amortization of convertible notes debt discount 1,072 1,851 7,987 Stock-based compensation expense 19,429 21,751 22,887 Deferred income taxes ( 591 ) ( 9,349 ) ( 3,943 ) (Gain) loss on sale of property, plant and equipment 585 ( 5,560 ) 583 Other 1,842 4,785 4,971 Change in operating assets and liabilities, net of acquisitions of businesses: Trade and other receivables, net 8,923 26,056 ( 14,350 ) Inventories 162,181 ( 11,896 ) ( 232,465 ) Prepaid expenses and other assets ( 3,931 ) 20,123 ( 13,114 ) Accounts payable, accrued liabilities and other ( 68,278 ) ( 94,976 ) 149,851 Net cash provided by operating activities 408,672 411,738 252,130 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant, and equipment ( 58,987 ) ( 79,883 ) ( 64,804 ) Proceeds from sale of property, equipment, facility and other 1,362 7,620 197 Business acquisitions, net of cash acquired ( 25,859 ) ( 248,899 ) ( 508,127 ) Purchase of intangible assets and other investing activities ( 3,061 ) ( 305 ) ( 2,000 ) Net cash used in investing activities ( 86,545 ) ( 321,467 ) ( 574,734 ) CASH FLOWS FROM FINANCING ACTIVITIES Term debt borrowings — — 58,750 Term debt repayments ( 7,500 ) ( 7,500 ) ( 6,875 ) Borrowing on revolver 488,440 839,436 832,500 Repayments on revolver ( 568,728 ) ( 894,147 ) ( 972,500 ) Repayments of convertible notes ( 172,500 ) — — Proceeds from senior notes offering — — 350,000 Proceeds from convertible notes offering — — 258,750 Purchase of convertible notes hedges — — ( 57,443 ) Proceeds from sale of warrants — — 43,677 Cash dividends paid to shareholders ( 42,140 ) ( 32,869 ) ( 27,024 ) Stock repurchases under buyback program ( 18,808 ) ( 77,117 ) ( 48,940 ) Taxes paid for share-based payment arrangements ( 12,132 ) ( 10,227 ) ( 17,814 ) Payment of deferred financing costs — ( 2,464 ) ( 15,745 ) Payment of contingent consideration from business acquisitions ( 1,460 ) ( 5,580 ) ( 1,600 ) Proceeds from exercise of common stock options 1,413 195 4,950 Other financing activities ( 150 ) — — Net cash (used in) provided by financing activities ( 333,565 ) ( 190,273 ) 400,686 (Decrease) increase in cash and cash equivalents ( 11,438 ) ( 100,002 ) 78,082 Cash and cash equivalents at beginning of year 22,847 122,849 44,767 Cash and cash equivalents at end of year $ 11,409 $ 22,847 $ 122,849 See accompanying Notes to Consolidated Financial Statements. F-7 PATRICK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ($ in thousands, except share data) Common Stock Additional Paid-in- Capital Accumulated Other Comprehensive Income (Loss) Treasury Stock Retained Earnings Total Balance January 1, 2021 $ 180,892 $ 24,387 $ ( 6,052 ) $ — $ 360,214 $ 559,441 Net income — — — — 224,915 224,915 Dividends declared — — — — ( 27,836 ) ( 27,836 ) Other comprehensive loss, net of tax — — 3,824 — — 3,824 Stock repurchases under buyback program ( 2,729 ) ( 368 ) — ( 21,550 ) ( 24,293 ) ( 48,940 ) Retirement of treasury stock ( 2,013 ) ( 271 ) — 21,550 ( 19,266 ) — Issuance of shares upon exercise of common stock options 4,950 — — — — 4,950 Issuance of shares in connection with a business combination 10,211 — — — — 10,211 Repurchase of shares for tax payments related to the vesting and exercise of share-based grants ( 17,815 ) — — — — ( 17,815 ) Stock-based compensation expense 22,887 — — — — 22,887 Purchase of convertible notes hedges, net of tax of $ 14,556 — ( 42,887 ) — — — ( 42,887 ) Proceeds from sale of warrants — 43,677 — — — 43,677 Equity component of convertible note issuance, net of tax of $ 11,923 — 35,130 — — — 35,130 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 — — — — 328,196 328,196 Dividends declared — — — — ( 33,160 ) ( 33,160 ) Other comprehensive income, net of tax — — 1,533 — — 1,533 Share repurchases under buyback program ( 11,099 ) — — — ( 65,884 ) ( 76,983 ) Issuance of shares upon exercise of common stock options 195 — — — — 195 Repurchase of shares for tax payments related to the vesting and exercise of share-based grants ( 10,227 ) — — — — ( 10,227 ) Stock-based compensation expense 21,751 — — — — 21,751 Balance December 31, 2022 $ 197,003 $ — $ ( 695 ) $ — $ 758,861 $ 955,169 Net income — — — — 142,897 142,897 Dividends declared — — — — ( 42,327 ) ( 42,327 ) Other comprehensive income, net of tax — — ( 304 ) — — ( 304 ) Share repurchases under buyback program ( 2,455 ) — — — ( 16,353 ) ( 18,808 ) Issuance of shares upon exercise of common stock options 1,413 — — — — 1,413 Repurchase of shares for tax payments related to the vesting and exercise of share-based grants ( 12,132 ) — — — — ( 12,132 ) Stock-based compensation expense 19,429 — — — — 19,429 Balance December 31, 2023 $ 203,258 $ — $ ( 999 ) $ — $ 843,078 $ 1,045,337 See accompanying Notes to Consolidated Financial Statements. F-8 PATRICK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business Patrick Industries, Inc. (“Patrick” or the “Company”) operations consist of the manufacture and distribution of component products and materials for use primarily by the recreational vehicle (“RV”), marine, manufactured housing (“MH”) and industrial markets for customers throughout the United States and Canada. As of December 31, 2023, the Company maintained 179 manufacturing plants and 62 distribution facilities located in 23 states with a small presence in Mexico, China and Canada. Patrick operates in two business segments: Manufacturing and Distribution. Principles of Consolidation The accompanying 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 consolidated financial statements include the accounts of Patrick and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates include the valuation of goodwill and indefinite-lived intangible assets, the valuation of long-lived assets, the allowance for doubtful accounts, excess and obsolete inventories, assets acquired and liabilities assumed in a business combination, the valuation of estimated contingent consideration, deferred tax asset valuation allowances, and certain accrued liabilities. Actual results could differ from the amounts reported. Revenue Recognition The Company is a major manufacturer and distributor of component products and materials serving original equipment manufacturers and other customers in the RV, marine, MH, and industrial industries. Revenue is recognized when or as control of the promised goods transfers to the Company's customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts typically consist of a single performance obligation to manufacture and provide the promised goods. To the extent a contract is deemed to have multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using the standalone selling price of each distinct good in the contract. The transaction price for contracts may include reductions to the transaction price for estimated volume discounts and rebates and other customer incentives. Manufacturing segment revenue is recognized when control of the products transfers to the customer which is the point when the customer gains the ability to direct the use of and obtain substantially all the remaining benefits from the asset, which is generally upon delivery of goods, or upon shipment of goods in certain circumstances. In limited circumstances, where the products are customer specific with no alternative use to the Company, and the Company has a legally enforceable right to payment for performance to date with a reasonable margin, revenue is recognized over the contract term based on the cost-to-cost method. However, the financial impact of these contracts is immaterial considering the short production cycles and limited inventory days on hand. Distribution segment revenue from product sales is recognized on a gross basis upon shipment or delivery of goods at which point control transfers to the customer. The Company acts as a principal in such arrangements because it controls the promised goods before delivery to the customer. The Company uses direct shipment arrangements with certain vendors and suppliers to deliver products to its customers without having to physically hold the inventory at its warehouses. The Company is the principal in the transaction and recognizes revenue for direct shipment arrangements on a gross basis. Our role as principal in our distribution sales is generally characterized by (i) customers entering into contracts with the Company, not the vendor; (ii) our obligation to pay the vendor irrespective of our ability to collect from the customer; (iii) our discretion in F-9 determining the price of the good provided to the customer; (iv) our title to the goods before the customer receives or accept the goods; and (v) our responsibility for the quality and condition of goods delivered to the customer. Sales and other taxes collected concurrent with revenue-producing activities are excluded from net sales. The Company records freight billed to customers in net sales. The corresponding costs incurred for shipping and handling related to these customer-billed freight costs are accounted for as costs to fulfill the contract and are included in warehouse and delivery expenses. The Company’s contracts across each of its businesses typically do not result in situations where there is a time period greater than one year between performance under the contract and collection of the related consideration. The Company does not account for a significant financing component when the Company expects, at contract inception, that the period between the Company's transfer of a promised good or service to a customer and the customer’s payment for that good or service will be one year or less. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the incurred costs that the Company otherwise would have capitalized is one year or less. These costs, representing primarily sales commissions, are included in selling, general and administrative expenses. The Company does not disclose information about the transaction price being allocated to the remaining performance obligations at period end, as the Company does not have material contracts that have original expected durations of more than one year. Contract liabilities, representing upfront payments from customers received prior to satisfying performance obligations, were immaterial in all periods presented and changes in contract liabilities were immaterial in all periods presented. Costs and Expenses Cost of goods sold includes material costs, direct and indirect labor, depreciation, overhead expenses, inbound freight charges, inspection costs, internal transfer costs, receiving costs, and other costs. Warehouse and delivery expenses include salaries and wages, building rent and insurance, and other overhead costs related to distribution operations and delivery costs related to the shipment of finished and distributed products to customers. Stock Based Compensation Compensation expense related to the fair value of restricted stock awards as of the grant date is calculated based on the Company’s closing stock price on the date of grant. In addition, the Company estimates the fair value of all stock option and stock appreciation ri ghts (“SARS”) awards as of the grant date by applying the Black-Scholes option-pricing model. The use of this valuation model involves assumptions that are judgmental and highly sensitive in the determination of compensation expense, including the expected option term, dividend yield, risk-free interest rate and volatility of the Company's common stock. Expected volatilities take into consideration the historical volatility of the Company’s common stock. The expected term of options and SARS represents the period of time that the options and SARS granted are expected to be outstanding based on historical Company trends. The risk free interest rate is based on the U.S. Trea sury yield curve in effect at the time of grant for instruments of a similar term. New shares are issued upon exercise of options. Forfeitures of stock based compensation are recognized as incurred. Earnings Per Common Share Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income available for diluted shares (calculated as net income plus the after-tax effect of interest on potentially dilutive convertible notes, as defined by Accounting Standards Update ("ASU") 2020-06, as adopted in 2022) by the weighted-average number of common shares outstanding, plus the weighted-average impact of potentially dilutive convertible notes as defined by ASU 2020-06, plus the dilutive effect of stock options, SARS, and certain restricted stock awards (collectively, “Common Stock Equivalents”). The dilutive effect of Common Stock Equivalents is calculated under the treasury stock method using the average market price for the period. Common Stock Equivalents are not included in the computation of diluted earnings per common share if their effect would F-10 be anti-dilutive. See Note 12 "Earnings Per Common Share" for the calculation of both basic and diluted earnings per common share. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Trade and Other Receivables Trade receivables consist primarily of amounts due to the Company from its normal business activities. In assessing the carrying value of its trade receivables, the Company estimates the recoverability by making assumptions based on historical and forward-looking factors, such as historical and anticipated customer performance, current overall and industry-specific economic conditions, historical write-off and collection experience, the level of past-due amounts, and specific risks identified in the trade receivables portfolio. Other receivables consist of employee advances, insurance claims, amounts owed from vendors pertaining to importation costs, and other miscellaneous items. As of December 31 ($ in thousands) 2023 2022 Trade receivables $ 136,796 $ 144,301 Other receivables 31,046 30,787 Allowance for doubtful accounts ( 4,004 ) ( 2,198 ) Total $ 163,838 $ 172,890 Inventories Inventories are generally stated at the lower of cost (first-in, first-out method or, for certain inventories, average costing method) and net realizable value. Based on the inventory aging and other considerations for realizable value, the Company writes down the carrying value to net realizable value where appropriate. The Company reviews inventory on-hand and records provisions for excess and obsolete inventory based on current assessments of future demand, market conditions, and related management initiatives. The cost of manufactured inventories includes raw materials, inbound freight, labor and overhead. The Company’s distribution inventories include the cost of materials purchased for resale and inbound freight. Prepaid Expenses and Other As of December 31 ($ in thousands) 2023 2022 Vendor rebates receivable $ 9,303 $ 12,366 Prepaid expenses 22,868 22,311 Vendor and other deposits 8,211 11,649 Prepaid income taxes 8,869 — Total $ 49,251 $ 46,326 Property, Plant and Equipment Property, plant and equipment (“PP&E”) is generally recorded at cost. Depreciation is computed primarily by the straight-line method applied to individual items based on estimated useful lives, which is as follows for 2023: Asset Class Estimated life (years) Buildings and improvements 10 - 30 Leasehold improvements 10 Capitalized software 3 - 5 Machinery and equipment and transportation equipment 3 - 7 F-11 Leasehold improvements are amortized over the lesser of their useful lives or the related lease term. The recoverability of PP&E is evaluated whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable, primarily based on estimated selling price, appraised value or projected future cash flows. Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are subject to an annual impairment test based on their estimated fair value. The Company reviews goodwill and indefinite-lived intangible assets for impairment in the fourth quarter, or more frequently, if events or changes in circumstances indicate the assets might be impaired. The impairment test was performed on October 1, 2023. In conducting its impairment testing, the Company estimates the fair value of our reporting units using both an income and market based approach. The market approach includes a comparison of multiples of earnings before interest, taxes, depreciation and amortization for the reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. The income approach calculates the present value of expected cash flows to determine the estimated fair value of our reporting units. Additionally, the income approach requires us to estimate future cash flows, the timing of these cash flows, and a discount rate (based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the future cash flows. The assumptions we use to estimate future cash flows are consistent with the assumptions that our reporting units use for internal planning purposes. When calculating the present value of future cash flows under the income approach, we take into consideration multiple variables, including forecasted sales volumes and operating income, current industry and economic conditions, and historical results. If we determine that the estimated fair value of each reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. Our fourth quarter 2023 goodwill impairment test concluded that the fair values of each of our reporting units exceeded their carrying values. Our 2023 indefinite-lived intangibles test also concluded that the fair values of intangibles exceeded their respective carrying values. Impairment of Long-Lived Assets When events or conditions warrant, the Company evaluates the recoverability of long-lived assets other than goodwill and indefinite-lived intangible assets and considers whether these assets are impaired. The Company assesses the recoverability of these assets based upon several factors, including management's intention with respect to the assets and their projected future undiscounted cash flows. If projected undiscounted cash flows are less than the carrying amount of the assets, the Company adjusts the carrying amounts of such assets to their estimated fair value. A significant adverse change in the Company’s business climate in future periods could result in a significant loss of market share or the inability to achieve previously projected revenue growth and could lead to a required assessment of the recoverability of the Company’s long-lived assets, which may subsequently result in an impairment charge. Finite-lived intangible assets are amortized over their useful lives, as detailed further in Note 6 "Goodwill and Intangible Assets", and are also subject to an impairment test based on estimated undiscounted cash flows when impairment indicators exist. Fair Value and Financial Instruments The Company accounts for certain assets and liabilities at fair value. The fair values are separated into three broad levels (Levels 1, 2 and 3) based on the assessment of the availability of observable market data and the significance of non-observable data used to determine fair value. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three levels are as follows: • Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 inputs, which are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 inputs, which are unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). F-12 As of December 31 2023 2022 ($ in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents (1) $ 6.1 $ — $ — $ 15.2 $ — $ — 7.50 % senior notes due 2027 (2) $ — $ 303.7 $ — $ — $ 293.9 $ — 4.75 % senior notes due 2029 (2) $ — $ 320.2 $ — $ — $ 293.8 $ — 1.00 % convertible notes due 2023 (2) $ — $ — $ — $ — $ 172.0 $ — 1.75 % convertible notes due 2028 (2) $ — $ 295.2 $ — $ — $ 219.9 $ — Term loan due 2027 (3) $ — $ 129.4 $ — $ — $ 136.9 $ — Revolver due 2027 (3) $ — $ — $ — $ — $ 80.3 $ — Contingent consideration (4) $ — $ — $ 8.5 $ — $ — $ 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 consolidated balance sheet as of December 31, 2023 as a component of "Cash and cash equivalents". (2) The amounts of these notes listed above are the fair values for disclosure purposes only, and they are recorded in the Company's consolidated balance sheets as of December 31, 2023 and 2022 using the interest rate method. (3) The carrying amounts of our term loan and revolving credit facility approximate fair value as of December 31, 2023 and 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 3 "Acquisitions". Income Taxes Income tax expense is calculated based on statutory tax rates of the federal, state, and international jurisdictions in which the Company operates and income earned or apportioned to each of these respective jurisdictions, as well as any additional tax planning available to the Company in these jurisdictions. Certain income and expenses are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. Deferred taxes are provided on an asset and liability method whereby deferred taxes are recognized based on temporary differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets may not be realized. The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Recently Issued Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-06, "Disclosure Improvements." The amendments in this update modify the disclosure or presentation requirements of a variety of topics in the codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. The amendments in this ASU are effective for public business entities for interim periods beginning after June 30, 2027. The Company is currently evaluating the impacts of the provisions of ASU 2023-06. In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures". This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will F-13 likely result in additional required disclosures when adopted. The Company is currently evaluating this guidance to determine the impact on its disclosures; however, adoption will not impact our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures" . This ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is currently evaluating this guidance to determine the impact on its disclosures; however, adoption will not impact our consolidated financial statements. 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: Year Ended December 31, 2023 ($ in thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,018,003 $ 485,339 $ 1,503,342 Marine 868,681 55,080 923,761 Manufactured Housing 258,551 309,659 568,210 Industrial 441,548 31,184 472,732 Total $ 2,586,783 $ 881,262 $ 3,468,045 Year Ended December 31, 2022 ($ in thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,777,541 $ 815,478 $ 2,593,019 Marine 976,699 60,803 1,037,502 Manufactured Housing 344,983 359,618 704,601 Industrial 504,543 42,207 546,750 Total $ 3,603,766 $ 1,278,106 $ 4,881,872 Year Ended December 31, 2021 ($ in thousands) Manufacturing Distribution Total Market type: Recreational Vehicle $ 1,617,852 $ 786,590 $ 2,404,442 Marine 633,848 31,417 665,265 Manufactured Housing 261,856 283,207 545,063 Industrial 416,910 46,412 463,322 Total $ 2,930,466 $ 1,147,626 $ 4,078,092 3. ACQUISITIONS General Business combinations generally take place to strengthen Patrick's positions in existing markets and increase its market share and per unit content, expand into additional markets, or gain key technology. Acquisitions are accounted for under the acquisition method of accounting. For each acquisition, the excess of the purchase consideration over the fair value of the net F-14 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. The Company completed the acquisitions discussed below during the years ended December 31, 2023, 2022 and 2021. The acquisitions were funded through cash on hand, issuance of shares, or borrowings under the Company’s credit facility in existence at the time of acquisition. For each of the acquisitions discussed, we either acquired the assets and assumed the liabilities of the business, or acquired 100 % of the equity interests. Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s consolidated balance sheet at their estimated fair values as of the respective dates of acquisition. For each acquisition, the Company completes its allocation of the purchase price to the fair value of acquired assets and liabilities within a one-year measurement period. For those acquisitions where the purchase price allocation is provisional, which includes certain acquisitions completed in 2023, the Company is still in the process of finalizing the fair values of acquired intangible assets and fixed assets. For the years ended December 31, 2023, 2022 and 2021, revenue of approximately $ 17.7 million, $ 121.8 million and $ 259.9 million, respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such respective year. For the years ended December 31, 2023, 2022 and 2021, operating income of approximately $ 1.0 million, $ 19.4 million and $ 25.0 million, respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such respective year. Acquisition-related costs associated with the businesses acquired in 2023, 2022 and 2021 were immaterial in each respective year. 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 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. The following table provides a reconciliation of the beginning and ending aggregate fair values of the contingent consideration: Year Ended December 31 ($ in thousands) 2023 2022 Beginning fair value - contingent consideration $ 9,213 $ 12,275 Additions 3,590 1,940 Fair value adjustments 917 2,228 Settlements ( 5,210 ) ( 7,230 ) Ending fair value - contingent consideration $ 8,510 $ 9,213 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: As of December 31 ($ in thousands) 2023 2022 Accrued liabilities $ 7,500 $ 5,250 Other long-term liabilities 1,010 3,963 Total fair value of contingent consideration $ 8,510 $ 9,213 Maximum amount of contingent consideration $ 8,510 $ 10,747 F-15 2023 Acquisitions The Company completed three acquisitions in the year ended December 31, 2023, including the following previously announced acquisition (collectively, the "2023 Acquisitions"): Company Segment Description BTI Transport Distribution Provider of transportation and logistics services to marine original equipment manufacturers ("OEMs") and dealers, based in Elkhart, Indiana, acquired in April 2023. The acquired business operates under the Patrick Marine Transport brand. Inclusive of two acquisitions not discussed above, total cash consideration for the 2023 Acquisitions was approximately $ 26.3 million, plus contingent consideration over a 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. Changes to preliminary purchase accounting estimates recorded in 2023 related to the 2023 Acquisitions were immaterial. 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 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 $ 248.1 million, plus contingent consideration over a one to two-year period based on future performance in connection with certain acquisitions. Purchase price allocations and all valuation activities in connection with the 2022 Acquisitions have been finalized. Changes to preliminary purchase accounting estimates recorded in 2023 related to the 2022 Acquisitions were immaterial and relate primarily to the valuation of intangible and fixed assets. F-16 2021 Acquisitions The Company completed thirteen acquisitions in the year ended December 31, 2021, including the following seven previously announced acquisitions (collectively, the "2021 Acquisitions"): Company Segment Description Sea-Dog Corporation & Sea-Lect Plastics (collectively, "Sea-Dog") Distribution & Manufacturing Distributor of a variety of marine and powersports hardware and accessories to distributors, wholesalers, retailers, and manufacturers and provider of plastic injection molding, design, product development and expert tooling to companies and government entities, based in Everett, Washington, acquired in March 2021. Hyperform, Inc. Manufacturing Manufacturer of high-quality, non-slip foam flooring, operating under the SeaDek® brand name, for the marine OEM market and aftermarket as well as serving the pool and spa, powersports and utility markets under the SwimDek and EndeavorDek brand names, with manufacturing facilities in Rockledge, Florida and Cocoa, Florida, acquired in April 2021. Alpha Systems, LLC Manufacturing & Distribution Manufacturer and distributor of component products and accessories for the RV, marine, manufactured housing and industrial end markets that includes adhesives, sealants, rubber roofing, roto/blow molding and injection molding products, flooring, insulation, shutters, skylights, and various other products and accessories, operating out of nine facilities in Elkhart, Indiana, acquired in May 2021. Coyote Manufacturing Company Manufacturing Designer, fabricator, and manufacturer of a variety of steel and aluminum products, including boat trailers, towers, T-tops, leaning posts, and other custom components primarily for the marine OEM market, based in Nashville, Georgia, acquired in August 2021. Tumacs Covers Manufacturing Manufacturer of custom designed boat covers, canvas frames, and bimini tops, primarily serving large marine OEMs and dealers, headquartered in Pittsburgh, Pennsylvania, with manufacturing facilities in Indiana and Pennsylvania, and a distribution/service center in Michigan, acquired in August 2021. Wet Sounds, Inc. & Katalyst Industries LLC (collectively "Wet Sounds") Manufacturing Designer, engineer, and fabricator of innovative audio systems and accessories, including amplifiers, tower speakers, soundbars, and subwoofers sold directly to OEMs and consumers, and to dealers and retailers, primarily within the marine market as well as to the home audio and powersports markets and aftermarkets, based in Rosenburg, Texas, acquired in November 2021. Williamsburg Marine LLC & Williamsburg Furniture, Inc. (collectively "Williamsburg") Manufacturing Manufacturer of seating for the RV and marine end markets sold primarily to OEMs, based in Milford and Nappanee, Indiana, acquired in November 2021. Inclusive of six acquisitions not discussed above, total cash consideration for the 2021 Acquisitions was approximately $ 509.1 million, plus contingent consideration over a one to three-year period based on future performance in connection with certain acquisitions. Purchase price allocations and all valuation activities in connection with the 2021 Acquisitions have been finalized . F-17 The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition for 2023, 2022, and 2021 Acquisitions: 2023 Acquisitions 2022 Acquisitions 2021 Acquisitions (2) ($ in thousands) Acquisition A Acquisition B All Others Total Consideration Cash, net of cash acquired $ 26,316 $ 132,557 $ 94,705 $ 20,824 $ 248,086 $ 509,064 Working capital holdback and other, net (1) ( 26 ) — — — — — Common stock issuance (2) — — — — — 10,211 Contingent consideration (3) 3,500 — — 1,840 1,840 4,730 Total consideration $ 29,790 $ 132,557 $ 94,705 $ 22,664 $ 249,926 $ 524,005 Assets Acquired Trade receivables $ 618 $ 20,640 $ 4,880 $ 905 $ 26,425 $ 26,118 Inventories 4,430 32,744 8,732 2,352 43,828 67,305 Prepaid expenses & other 105 1,325 164 127 1,616 13,747 Property, plant & equipment 10,294 4,681 8,086 1,464 14,231 54,894 Operating lease right-of-use assets 1,044 2,917 1,435 599 4,951 25,530 Identifiable intangible assets: Customer relationships 10,270 58,000 30,970 7,055 96,025 164,072 Non-compete agreements 430 500 — 310 810 3,643 Patents — 7,500 9,500 — 17,000 28,850 Trademarks — 17,000 8,080 1,310 26,390 56,519 Liabilities Assumed Current portion of operating lease obligations ( 262 ) ( 512 ) ( 289 ) ( 273 ) ( 1,074 ) ( 5,518 ) Accounts payable & accrued liabilities ( 518 ) ( 24,521 ) ( 3,336 ) ( 1,279 ) ( 29,136 ) ( 32,309 ) Operating lease obligations ( 781 ) ( 2,405 ) ( 1,146 ) ( 326 ) ( 3,877 ) ( 20,012 ) Deferred tax liabilities — $ ( 19,930 ) $ ( 12,684 ) $ — $ ( 32,614 ) $ ( 1,486 ) Total fair value of net assets acquired 25,630 97,939 54,392 12,244 164,575 381,353 Goodwill (4) 5,905 34,618 40,313 10,420 85,351 142,652 Bargain Purchase Gain (5) ( 1,745 ) — — — — — $ 29,790 $ 132,557 $ 94,705 $ 22,664 $ 249,926 $ 524,005 (1) Certain acquisitions contain working capital holdbacks which are typically settled in a 90 -day period following the close of the acquisition. This value represents the remaining amounts due to (from) sellers as of December 31, 2023. (2) In connection with one of the 2021 Acquisitions, the Company issued 113,961 shares of common stock at a closing price of $ 89.60 as of the acquisition date. Further detail of the 2021 Acquisitions can be found in the 2022 Form 10-K filed with the SEC on February 24, 2023. (3) These amounts reflect the acquisition date fair value of contingent consideration based on future results relating to certain acquisitions. (4) Goodwill is tax-deductible for the 2023 Acquisitions, for the 2022 Acquisitions, except Acquisition A and Acquisition B (totaling approximately $ 74.9 million), and for the 2021 Acquisitions, except Tumacs Covers (approximately $ 6.2 million). (5) In connection with one of the 2023 Acquisitions, the Company recognized a $ 1.7 million bargain purchase gain. A bargain purchase gain is recognized when the net assets acquired in a business combination have a higher fair value than the consideration paid. This gain is primarily attributable to the fair value assigned to customer relationships in that acquisition and is included in "Selling, general and administrative" in the consolidated statement of income for the year ended December 31, 2023. F-18 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 (Unaudited) The following pro forma information assumes the 2023 Acquisitions and 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 each of the 2023 Acquisitions and 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 the actual incremental borrowings incurred in connection with each transaction as if it occurred as of the beginning of the year immediately preceding each such acquisition. In addition, the pro forma information includes incremental amortization expense related to intangible assets acquired of $ 0.4 million and $ 5.6 million for the years ended December 31, 2023 and 2022, respectively, in connection with the acquisitions as if they occurred as of the beginning of the year immediately preceding each such acquisition. Year Ended December 31 ($ in thousands except per share data) 2023 2022 Net sales $ 3,483,940 $ 4,994,679 Net income $ 143,693 $ 333,835 Basic earnings per common share 6.68 15.07 Diluted earnings per common share 6.53 13.72 The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time, nor is it intended to be a projection of future results. 4. INVENTORIES As of December 31 ($ in thousands) 2023 2022 Raw materials $ 269,786 $ 348,670 Work in process 16,596 22,630 Finished goods 107,675 141,516 Less: reserve for inventory excess and obsolescence ( 15,990 ) ( 14,059 ) Total manufactured goods, net 378,067 498,757 Materials purchased for resale (distribution products) 140,147 175,061 Less: reserve for inventory excess and obsolescence ( 8,081 ) ( 5,977 ) Total materials purchased for resale (distribution products), net 132,066 169,084 Total inventories $ 510,133 $ 667,841 F-19 5. PROPERTY, PLANT AND EQUIPMENT As of December 31 ($ in thousands) 2023 2022 Land and improvements $ 19,502 $ 19,242 Building and improvements 85,941 82,280 Machinery and equipment 485,020 442,881 Transportation equipment 21,900 11,866 Leasehold improvements 33,736 29,252 Property, plant and equipment, at cost 646,099 585,521 Less: accumulated depreciation and amortization ( 292,474 ) ( 234,949 ) Property, plant and equipment, net $ 353,625 $ 350,572 Total depreciation expense for property, plant and equipment for fiscal 2023, 2022, and 2021 was $ 65.8 million, $ 57.5 million and $ 48.5 million, respectively. Accrued capital expenditures were approximately $ 2.1 million, $ 1.7 million and $ 2.6 million for the years ended December 31, 2023, 2022, and 2021. 6. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 by segment are as follows: ($ in thousands) Manufacturing Distribution Total Balance - January 1, 2022 $ 481,906 $ 69,471 $ 551,377 Acquisitions 82,886 240 83,126 Adjustment to prior year preliminary purchase price allocation ( 6,430 ) 1,190 ( 5,240 ) Balance - December 31, 2022 $ 558,362 $ 70,901 $ 629,263 Acquisitions — 5,905 5,905 Adjustment to prior year preliminary purchase price allocation 2,008 217 2,225 Balance - December 31, 2023 $ 560,370 $ 77,023 $ 637,393 As of December 31, 2023 and 2022, accumulated impairment of goodwill in the Manufacturing segment was $ 27.4 million. Intangible assets, net consist of the following : As of December 31 ($ in thousands) 2023 2022 Customer relationships $ 729,664 $ 722,503 Non-compete agreements 21,561 20,412 Patents 69,401 69,164 Trademarks 197,027 195,957 Gross intangible assets 1,017,653 1,008,036 Less: accumulated amortization ( 366,500 ) ( 287,806 ) Intangible assets, net $ 651,153 $ 720,230 F-20 Changes in the carrying value of intangible assets for the years ended December 31, 2023 and 2022 by segment are as follows: ($ in thousands) Manufacturing Distribution Total Balance - January 1, 2022 $ 534,827 $ 105,629 $ 640,456 Acquisitions 145,204 260 145,464 Amortization ( 62,786 ) ( 10,443 ) ( 73,229 ) Adjustment to prior year preliminary purchase price allocation 5,402 2,137 7,539 Balance - December 31, 2022 622,647 97,583 720,230 Acquisitions 3,061 11,000 14,061 Amortization ( 67,645 ) ( 11,049 ) ( 78,694 ) Adjustment to prior year preliminary purchase price allocation ( 4,360 ) ( 84 ) ( 4,444 ) Balance - December 31, 2023 $ 553,703 $ 97,450 $ 651,153 Amortization expense for the next five fiscal years ending December 31 related to finite-lived intangible assets as of December 31, 2023 is estimated to be as follows (in thousands): 2024 $ 77,403 2025 $ 73,316 2026 $ 67,455 2027 $ 61,001 2028 $ 47,877 7. DEBT T he following table presents a summary of total debt outstanding: As of December 31 ($ in thousands) 2023 2022 Long-term debt: 1.00 % convertible notes due 2023 $ — $ 172,500 Term loan due 2027 129,375 136,875 Revolver due 2027 — 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 1,038,125 1,298,414 Less: convertible notes debt discount, net ( 4,917 ) ( 5,989 ) Less: term loan deferred financing costs, net ( 548 ) ( 701 ) Less: senior notes deferred financing costs, net ( 6,804 ) ( 8,075 ) Less: current maturities of long-term debt ( 7,500 ) ( 7,500 ) Total long-term debt, less current maturities, net $ 1,018,356 $ 1,276,149 2021 Credit Facility On August 11, 2022, the Company entered into the first amendment of its Fourth Amended and Restated Credit Agreement dated April 20, 2021 (as amended, the “2021 Credit Agreement”), under which the senior secured credit facility was increased to $ 925 million from $ 700 million and the maturity date was extended to August 11, 2027 from April 20, 2026. The senior credit facility under the 2021 Credit Agreement is comprised of a $ 775 million revolving credit facility (the F-21 "Revolver due 2027") and the remaining balance of the $ 150 million term loan (the "Term Loan due 2027" and together with the Revolver due 2027, the "2021 Credit Facility"). The Company recorded a $ 0.3 million write-off of deferred financing costs as a result of the amendment, which is included in "Selling, general and administrative" in the Company's consolidated statements of income for the year ended December 31, 2022. Pursuant to the amendment, interest rates for borrowings under the 2021 Credit Agreement transitioned to a Secured Overnight Financing Rate ("SOFR") based option from a London Inter-Bank Offered Rate ("LIBOR") based option. The Company determined that the amended terms of the 2021 Credit Agreement were not substantially different from the terms of the Company’s 2021 Credit Agreement prior to the amendment. Accordingly, debt modification accounting treatment was applied and the related impacts were immaterial. Borrowings under the 2021 Credit Facility are secured by substantially all personal property assets of the Company and any domestic subsidiary guarantors. Pursuant to the 2021 Credit Agreement: • The quarterly repayment schedule for the Term Loan due 2027 was revised, with quarterly installments in the following amounts: (i) beginning June 30, 2021, through and including June 30, 2025, in the amount of $ 1,875,000 , and (ii) beginning September 30, 2025, and each quarter thereafter, in the amount of $ 3,750,000 , with the remaining balance due at maturity; • The interest rates for borrowings under the Revolver due 2027 and the Term Loan due 2027 are the Prime Rate or SOFR plus a margin, which ranges from 0.00 % to 0.75 % for Prime Rate loans and from 1.00 % to 1.75 % for SOFR loans depending on the Company's consolidated total leverage ratio, as defined below. The Company is required to pay fees on unused but committed portions of the Revolver due 2027, which range from 0.15 % to 0.225 %; and • Covenants include requirements as to a maximum consolidated secured net leverage ratio ( 2.75 :1.00, increasing to 3.25 :1.00 in certain circumstances in connection with Company acquisitions) and a minimum consolidated fixed charge coverage ratio ( 1.50 :1.00) that are tested on a quarterly basis, and other customary covenants. The total face value of the Term Loan due 2027 is $ 150.0 million. Total available borrowing capacity under the Revolver due 2027 is $ 775.0 million. As of December 31, 2023, the Company had $ 129.4 million outstanding under the Term Loan due 2027 under the SOFR-based option, and no outstanding borrowings for the Revolver due 2027. The interest rate for incremental borrowings as of December 31, 2023 was SOFR plus 1.75 % (or 7.20 %) for the SOFR-based option. The fee payable on committed but unused portions of the Revolver due 2027 was 0.225 % as of December 31, 2023. 1.75 % Convertible Senior Notes due 2028 In December 2021, the Company issued $ 258.75 million aggregate principal amount of 1.75 % Convertible Senior Notes due 2028 (the “ 1.75 % Convertible Notes”). The total debt discount of $ 56.1 million at issuance consisted of two components: (i) the conversion option component, recorded to shareholders' equity, in the amount of $ 48.8 million, representing the difference between the principal amount of the 1.75 % Convertible Notes upon issuance less the present value of the future cash flows of the 1.75 % Convertible Notes using a borrowing rate for a similar non-convertible debt instrument and (ii) debt issuance costs of $ 7.3 million. The conversion option component of the 1.75 % Convertible Notes was valued using Level 2 inputs under the fair value hierarchy. The unamortized portion of the total debt discount is being amortized to interest expense over the life of the 1.75 % Convertible Notes. The effective interest rate on the 1.75 % Convertible Notes, which includes the non-cash interest expense of debt discount amortization and debt issuance costs, was 2.14 % as of December 31, 2023. The net proceeds from the issuance of the 1.75 % Convertible Notes were approximately $ 249.7 million, after deducting the initial purchasers’ discounts and commissions and offering expenses payable by the Company, but before deducting the net cost of the 1.75 % Convertible Note Hedge Transactions and the 1.75 % Convertible Note Warrant Transactions (each as defined herein) described in Note 8 "Derivative Financial Instruments". The 1.75 % Convertible Notes are senior unsecured obligations of the Company and pay interest semi-annually in arrears on June 1 and December 1 of each year at an annual rate of 1.75 %. The 1.75 % Convertible Notes will mature on December 1, 2028 unless earlier repurchased or converted in accordance with their terms. Prior to June 1, 2028, the 1.75 % Convertible Notes may be converted at the option of the holders only upon the occurrence of specified events and during certain periods, and thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will satisfy any conversion by paying cash up to the aggregate principal amount of the 1.75 % Convertible Notes to be converted and by paying or delivering, as the F-22 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 its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the 1.75 % Convertible Notes being converted. The initial conversion rate for the 1.75 % Convertible Notes is 9.9887 shares of the Company's common stock per $1,000 principal amount of the 1.75 % Convertible Notes (or 2,584,578 shares in the aggregate) and is equal to an initial conversion price of approximately $ 100.11 per share. If an event of default on the 1.75 % Convertible Notes occurs, the principal amount of the 1.75 % Convertible Notes, plus accrued and unpaid interest (including additional interest, if any) may be declared immediately due and payable, subject to certain conditions. The 1.75 % Convertible Notes are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2021 Credit Facility. 1.75 % Convertible Notes holders may convert their Convertible Notes on or after June 28, 2028 at any time at their option. Holders may convert 1.75 % Convertible Notes prior to June 28, 2028, only under the following circumstances: (i) during any calendar quarter, if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day, (ii) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day and (iii) upon the occurrence of certain specified distributions or corporate events. 4.75 % Senior Notes due 2029 In April 2021, the Company issued $ 350.0 million aggregate principal amount of 4.75 % Senior Notes due 2029 (the " 4.75 % Senior Notes"). The 4.75 % Senior Notes will mature on May 1, 2029. Interest on the 4.75 % Senior Notes started accruing April 20, 2021 and is payable semi-annually in cash in arrears May 1 and November 1 of each year, beginning on November 1, 2021. The effective interest rate on the 4.75 % Senior Notes, which includes debt issuance costs, is approximately 4.97 %. In connection with the issuance of the 4.75 % Senior Notes, the Company incurred and capitalized as a reduction of the principal amount of the 4.75 % Senior Notes approximately $ 5.1 million in deferred financing costs which are being amortized using the effective interest rate over the term of the 4.75 % Senior Notes. The 4.75 % Senior Notes are senior unsecured indebtedness of the Company and are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2021 Credit Facility. If the Company experiences specific kinds of changes of control, the Company must offer to repurchase all of the 4.75 % Senior Notes (unless otherwise redeemed) at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest. The Company may redeem the 4.75 % Senior Notes, in whole or in part, at any time (a) prior to May 1, 2024, at a price equal to 100 % of the principal amount thereof, plus the applicable premium described in the associated indenture and accrued and unpaid interest and (b) on or after May 1, 2024 at specified redemption prices set forth in the indenture, plus accrued and unpaid interest. In addition, prior to May 1, 2024, the Company may redeem, in one or more transactions, up to an aggregate of 40 % of the original principal amount of the 4.75 % Senior Notes at a redemption price equal to 104.75 % of the principal amount thereof, plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings. 7.50 % Senior Notes due 2027 In September 2019, the Company issued $ 300 million aggregate principal amount of 7.50 % Senior Notes due 2027 (the “ 7.50 % Senior Notes”). The 7.50 % Senior Notes will mature on October 15, 2027. Interest on the 7.50 % Senior Notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year. The effective interest rate on the 7.50 % Senior Notes, which includes debt issuance costs, is 7.82 %. In connection with the issuance of the 7.50 % Senior Notes, the Company incurred and capitalized as a reduction of the principal amount of the 7.50 % Senior Notes approximately $ 5.8 million in deferred financing costs which is amortized using the effective interest rate over the term of the 7.50 % Senior Notes. The 7.50 % Senior Notes are senior unsecured indebtedness of the Company and are guaranteed by each of the Company’s subsidiaries that guarantee the obligations of the Company under the 2021 Credit Facility. The Company may redeem the 7.50 % Senior Notes, in whole or in part, at any time (a) prior to October 15, 2022, at a price equal to 100 % of the principal amount thereof, plus the applicable premium described in the associated indenture and accrued and unpaid interest and (b) on or after October 15, 2022 at specified redemption prices set forth in the indenture, plus accrued and unpaid interest. In addition, prior to October 15, 2022, the Company may redeem, in one or more transactions, up to an aggregate of 40 % of the original principal amount of the 7.50 % Senior Notes at a redemption price equal to 107.5 % of the principal amount thereof, F-23 plus accrued and unpaid interest, with the net cash proceeds of one or more equity offerings. If the Company experiences specific kinds of changes of control, the Company must offer to repurchase all of the 7.50 % Senior Notes (unless otherwise redeemed) at a price equal to 101 % of the aggregate principal amount thereof, plus accrued and unpaid interest. 1.00 % Convertible Senior Notes due 2023 In January 2018, the Company issued $ 172.5 million aggregate principal amount of 1.00 % Convertible Senior Notes due 2023 (the “ 1.00 % Convertible Notes”). 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 Notes. All noteholders elected to receive cash in repayment of the 1.00 % Convertible Notes. Debt Maturities As of December 31, 2023, the aggregate maturities of total long-term debt for the next five fiscal years and thereafter are as follows (in thousands): 2024 $ 7,500 2025 13,125 2026 15,000 2027 393,750 2028 258,750 Thereafter 350,000 Total $ 1,038,125 Letters of credit totaling $ 6.9 million were outstanding as of December 31, 2023 that exist to meet credit requirements for the Company’s insurance providers. Cash paid for interest for the years ended December 31, 2023, 2022 and 2021 was $ 66.3 million, $ 56.9 million and $ 45.0 million, respectively. 8. DERIVATIVE FINANCIAL INSTRUMENTS 1.75 % Convertible Note Hedge Transactions and Warrant Transactions In December 2021, in connection with the 1.75 % Convertible Notes offering, the Company entered into privately negotiated convertible note hedge transactions (together, the “ 1.75 % Convertible Note Hedge Transactions”) with each of Bank of America, N.A., Wells Fargo Bank, National Association and Nomura Global Financial Products, Inc. (together, the “ 1.75 % Convertible Note Hedge Counterparties”). Pursuant to the 1.75 % Convertible Note Hedge Transactions, the Company acquired options to purchase the same number of shares of the Company's common stock (or 2,584,578 shares) initially underlying the 1.75 % Convertible Notes at an initial strike price equal to the initial strike price of the 1.75 % Convertible Notes of approximately $ 100.11 per share, subject to customary anti-dilution adjustments. The options expire on December 1, 2028, subject to earlier exercise. At the same time, the Company also entered into separate, privately negotiated warrant transactions (the “ 1.75 % Convertible Note Warrant Transactions”) with each of the 1.75 % Convertible Note Hedge Counterparties, pursuant to which the Company sold warrants to purchase the same number of shares of the Company's common stock (or 2,584,578 shares) underlying the 1.75 % Convertible Notes, at an initial strike price of approximately $ 123.22 per share, subject to customary anti-dilution adjustments. The warrants have a final expiration date of July 25, 2029. The Company paid $ 57.4 million associated with the cost of the 1.75 % Convertible Note Hedge Transactions and received proceeds of $ 43.7 million related to the 1.75 % Convertible Note Warrant Transactions. The 1.75 % Convertible Note Hedge Transactions are expected generally to reduce potential dilution to the Company’s common stock upon any conversion of the 1.75 % Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 1.75 % Convertible Notes. However, the 1.75 % Convertible Note Warrant Transactions could separately have a F-24 dilutive effect on the Company's common stock to the extent that the market price per share of the common stock exceeds the strike price of the warrants. As these transactions meet certain accounting criteria, the 1.75 % Convertible Note Hedge Transactions and 1.75 % Convertible Note Warrant Transactions are recorded in stockholders’ equity and are not accounted for as derivatives. 1.00 % Convertible Note Hedge Transactions and Warrant Transactions In January 2018, in connection with the 1.00 % Convertible Note offering, the Company entered into privately negotiated convertible note hedge transactions (the “ 1.00 % Convertible Note Hedge Transactions”) and at the same time also entered into separate, privately negotiated warrant transactions (the “ 1.00 % Convertible Note Warrant Transactions”). The 1.00 % Convertible Note Hedge Transactions expired as of February 1, 2023 and the 1.00 % Convertible Note Warrant Transactions expired as of September 20, 2023 in connection with the repayment at maturity of the 1.00 % Convertible Notes. 9. ACCRUED LIABILITIES As of December 31 ($ in thousands) 2023 2022 Employee compensation and benefits $ 57,702 $ 80,725 Property taxes 6,038 5,777 Customer incentives 21,724 27,719 Accrued interest 7,998 8,807 Accrued warranty 6,130 12,103 Income tax payable 2,372 28,926 Other 9,747 8,538 Total accrued liabilities $ 111,711 $ 172,595 The table below summarizes the change in accrued warranty liabilities. Year Ended December 31 ($ in thousands) 2023 2022 2021 Beginning balance $ 12,103 $ 13,827 $ 3,872 Provision 23,820 29,918 24,202 Settlements made (in cash or in kind) ( 29,793 ) ( 32,998 ) ( 17,725 ) Acquisitions — 1,356 3,478 Ending balance $ 6,130 $ 12,103 $ 13,827 F-25 10. INCOME TAXES The provision for income taxes consists of the following: Year Ended December 31 ($ in thousands) 2023 2022 2021 Current: Federal $ 44,126 $ 92,783 $ 57,156 State 4,816 23,724 15,755 Foreign 10 56 ( 61 ) Total current 48,952 116,563 72,850 Deferred: Federal ( 3,578 ) ( 7,348 ) ( 1,854 ) State 2,994 ( 2,027 ) ( 2,089 ) Foreign ( 7 ) 26 — Total deferred ( 591 ) ( 9,349 ) ( 3,943 ) Income taxes $ 48,361 $ 107,214 $ 68,907 The Company has accounted for in its 2023, 2022, and 2021 income tax provision the impact of Global Intangible Low-Taxed Income, base-erosion anti-abuse tax, interest expense limitations under Section 163(j), and foreign-derived intangible income deductions, although such provisions were either not applicable or resulted in a zero or immaterial impact to the consolidated financial statements. A reconciliation of the differences between the actual provision for income taxes and income taxes at the federal statutory income tax rate of 21% is as follows: Year Ended December 31 ($ in thousands) 2023 2022 2021 Rate applied to pretax income $ 40,201 21.0 % $ 91,436 21.0 % $ 61,598 21.0 % State taxes, net of federal tax effect 6,797 3.6 % 16,715 3.8 % 10,358 3.5 % Research and development tax credits ( 2,889 ) ( 1.5 ) % ( 4,542 ) ( 1.0 ) % ( 1,990 ) ( 0.7 ) % Section 162(m) permanent addback 6,315 3.3 % 7,421 1.7 % 5,825 2.0 % Excess tax benefit on stock-based compensation ( 3,513 ) ( 1.8 ) % ( 3,292 ) ( 0.7 ) % ( 6,035 ) ( 2.1 ) % Other 1,450 0.7 % ( 524 ) ( 0.1 ) % ( 849 ) ( 0.3 ) % Income taxes $ 48,361 25.3 % $ 107,214 24.7 % $ 68,907 23.4 % F-26 The composition of the deferred tax assets and liabilities is as follows: As of December 31 ($ in thousands) 2023 2022 Deferred tax assets: Trade receivables allowance $ 1,339 $ 1,325 Inventory capitalization 3,696 4,454 Inventory reserves 8,322 8,318 Federal NOL carryforwards 417 736 State NOL carryforwards 745 572 Accrued expenses 20,819 27,865 Deferred compensation 750 625 Operating lease liabilities 45,371 41,739 Share-based compensation 7,045 7,921 Capitalized research & experimentation costs 23,751 14,037 Total deferred tax assets before valuation allowance 112,255 107,592 Less: valuation allowance ( 477 ) ( 459 ) Total deferred tax assets, net of valuation allowance $ 111,778 $ 107,133 Deferred tax liabilities: Prepaid expenses ( 2,948 ) ( 2,939 ) Operating lease right-of-use assets ( 44,498 ) ( 40,980 ) Depreciation expense ( 46,783 ) ( 47,050 ) Intangibles ( 63,977 ) ( 64,012 ) Other ( 296 ) ( 544 ) Total deferred tax liabilities $ ( 158,502 ) $ ( 155,525 ) Net deferred tax liabilities $ ( 46,724 ) $ ( 48,392 ) Cash paid by the Company for income taxes was $ 84.3 million, $ 117.1 million and $ 46.2 million in 2023, 2022 and 2021, respectively. As of December 31, 2023 and December 31, 2022, the Company had gross federal, state, and foreign net operating losses, of approximately $ 15.4 million and $ 17.6 million, respectively. These loss carryforwards generally expire between tax years ending December 31, 2023 and December 31, 2041. The components of the valuation allowance relate to certain acquired federal, state and foreign net operating loss carryforwards that the Company anticipates will not be utilized prior to their expiration, either due to income limitations or limitations under Section 382 of the Internal Revenue Code of 1986. The tax effected values of these net operating losses are $ 1.2 million and $ 1.3 million as of December 31, 2023 and 2022, respectively, exclusive of valuation allowances of $ 0.5 million and $ 0.5 million as of December 31, 2023 and 2022, respectively. The Company is subject to periodic audits by domestic tax authorities. For the majority of tax jurisdictions, the U.S. federal statute of limitations remains open for the years 2020 and later. Uncertain tax benefits were immaterial as of December 31, 2023 and 2022 and activity related to uncertain tax benefits was immaterial for all periods presented. 11. STOCK REPURCHASE PROGRAMS In December 2022, the Company's Board of Directors ("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 $ 77.6 million remains in the amount F-27 of the Company's common stock that may be acquired under the current stock repurchase program as of December 31, 2023. Under the stock repurchase plans, the Company made repurchases of common stock for 2023, 2022, and 2021 as follows: 2023 2022 2021 Shares repurchased 276,784 1,325,564 612,325 Average price $ 67.95 $ 58.08 $ 79.93 Aggregate cost (in millions) $ 18.8 $ 77.0 $ 48.9 The Company’s common stock does not have a stated par value. As a result, repurchases of common stock have been reflected, using an average cost method, as a reduction of common stock, additional paid-in-capital and retained earnings in the Company’s consolidated balance sheet. 12. EARNINGS PER COMMON SHARE Earnings per common share is calculated as follows: Year Ended December 31 ($ in thousands except per share data) 2023 2022 2021 Numerator: Earnings for basic per share calculation $ 142,897 $ 328,196 $ 224,915 Effect of interest on potentially dilutive convertible notes, net of tax 162 1,927 — Earnings for dilutive per share calculation $ 143,059 $ 330,123 $ 224,915 Denominator: Weighted average common shares outstanding - basic 21,519 22,140 22,780 Weighted average impact of potentially dilutive convertible notes 166 2,059 — Effect of potentially dilutive securities 340 272 575 Weighted average common shares outstanding - diluted 22,025 24,471 23,355 Earnings per common share: Basic earnings per common share $ 6.64 $ 14.82 $ 9.87 Diluted earnings per common share $ 6.50 $ 13.49 $ 9.63 Cash dividends paid per common share $ 1.90 $ 1.44 $ 1.17 The impact on diluted earnings per share from antidilutive securities excluded from the calculation was immaterial for all periods presented. 13. LEASES We lease certain facilities, trailers, forklifts and other assets. Leases with an initial term of 12 months or less are not recorded on the balance sheet and expense related to these short-term leases was immaterial for the years ended December 31, 2023, 2022 and 2021. Variable lease expense, principally related to trucks, forklifts, and index-related facility rent escalators, was immaterial for the years ended December 31, 2023, 2022 and 2021. Leases have remaining lease terms of 1 to 16 years. Certain leases include options to renew for an additional term. Where there is reasonable certainty to utilize a renewal option, we include the renewal option in the lease term used to calculate operating lease right-of-use assets and lease liabilities. F-28 Lease expense, supplemental cash flow information, and other information related to leases were as follows: Year Ended December 31 ($ in thousands) 2023 2022 2021 Operating lease cost $ 56,370 $ 50,674 $ 42,081 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 55,933 $ 49,938 $ 41,061 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 65,505 $ 50,719 $ 78,225 Balance sheet information related to leases was as follows: As of December 31 ($ in thousands, except lease term and discount rate) 2023 2022 Assets Operating lease right-of-use assets $ 177,717 $ 163,674 Liabilities Operating lease liabilities, current portion $ 48,761 $ 44,235 Long-term operating lease liabilities 132,444 122,471 Total lease liabilities $ 181,205 $ 166,706 Weighted average remaining lease term, operating leases (in years) 4.8 5.1 Weighted average discount rate, operating leases 5.4 % 4.4 % Maturities of operating lease liabilities were as follows as of December 31, 2023 (in thousands): 2024 $ 57,145 2025 48,597 2026 37,611 2027 24,023 2028 16,025 Thereafter 24,108 Total lease payments 207,509 Less imputed interest ( 26,304 ) Total $ 181,205 The Company has additional operating leases that have not yet commenced as of December 31, 2023, and therefore, approximately $ 2.9 million in operating lease right-of-use assets and corresponding operating lease liabilities were not included in our consolidated balance sheet as of December 31, 2023. These leases are expected to commence in the first quarter of fiscal 2024 with lease terms of 5 years. 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. F-29 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 consolidated balance sheet, results of operations, or cash flows. In August 2019, a group of companies calling itself the Lusher Site Remediation Group (the “Group”) commenced litigation against the Company in Lusher Site Remediation Group v. Sturgis Iron & Metal Co., Inc., et al., Case Number 3:18-cv-00506, pending in the U.S. District Court for the Northern District of Indiana, relating to a site owned by the Company (the "Lusher Street Site"). The Group’s Second Amended Complaint, which was the first to assert claims against Patrick, asserted claims under the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., an Indiana state environmental statute and Indiana common law. One defendant in the case, Sturgis Iron & Metal Co., Inc. (“Sturgis”), subsequently filed two cross claims against Patrick, asserting against the Company a claim for (i) contribution under CERCLA and (ii) contractual indemnity. The Company moved to dismiss the Group’s claims and also moved to dismiss Sturgis’s cross claims. On August 21, 2020, the court granted Patrick’s two motions to dismiss. The Group subsequently moved for reconsideration of the court’s decision. On March 19, 2021, the Company received a General Notice of Potential Liability from the U.S. Environmental Protection Agency (the “EPA”), pursuant to Section 107(a) of CERCLA (the “Notice”). The Notice provides that the EPA has incurred and will likely incur additional costs relative to conducting a Remedial Investigation/Feasibility Study ("RI/FS"), conducting Remedial Design/Remedial Action ("RD/RA"), and other investigation, planning, response, oversight, and enforcement activities related to the Lusher Street Site. Because the Company was the owner of and former operator within the Lusher Street Site and as such may be a potentially responsible party pursuant to CERCLA, the Company received the Notice and an indication that it may have a responsibility to contribute to the costs of RI/FS, RD/RA or additional mitigation efforts incurred or to be incurred by the EPA. On September 15, 2021, the Court granted the parties Joint Motion to Stay Proceedings Pending Negotiations with the EPA. The proceedings remain subject to the Court-approved stay. 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 consolidated statements of income for year ended December 31, 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 occurred in the year ended December 31, 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. COMPENSATION PLANS Stock-Based Compensation The Company has various stock option and stock-based incentive plans and various agreements whereby stock options, restricted stock awards, and SARS were made available to certain key employees, directors, and others based upon meeting various individual, divisional or company-wide performance criteria and time-based criteria. All such awards qualify and are accounted for as equity awards. Equity incentive plan awards, which are granted under the Company's 2009 Omnibus Incentive Plan, are intended to retain and reward key employees for outstanding performance and efforts as they relate to the Company’s short-term and long-term objectives and its strategic plan. As of December 31, 2023, approximately 1.3 million common shares remain available for stock-based compensation grants. Stock-based compensation expense was $ 19.4 million, $ 21.8 million and $ 22.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. Income tax benefit for stock-based compensation expense was $ 4.8 million, $ 5.4 million and $ 5.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there was approximately $ 18.2 million of total unrecognized compensation cost related to share-based compensation arrangements granted under incentive plans. That cost is expected to be recognized over a weighted-average period of approximately 17.0 months. F-30 Stock Options: No stock options were granted during the years ended December 31, 2023, 2022 and 2021. Outstanding stock options granted in prior years vest ratably over either three or four years and have nine-year contractual terms. The following table summarizes the Company’s option activity: Years ended December 31 2023 2022 2021 (shares in thousands) Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Outstanding beginning of year 362 $ 43.76 368 $ 43.72 1,015 $ 43.88 Forfeited during the year — — ( 1 ) 41.33 ( 32 ) 41.33 Exercised during the year ( 248 ) 44.88 ( 5 ) 41.33 ( 615 ) 41.11 Outstanding end of year 114 $ 41.33 362 $ 43.76 368 $ 43.72 Vested Options: Vested during the year 138 $ 42.98 161 $ 42.98 248 $ 46.70 Eligible end of year for exercise 114 $ 41.33 223 $ 44.25 67 $ 47.05 Aggregate intrinsic value ($ in thousands): Total options outstanding $ 6,711 $ 6,204 $ 13,593 Options exercisable $ 6,711 $ 3,716 $ 2,268 Options exercised $ 10,888 $ 91 $ 26,348 Weighted average fair value of options granted during the year N/A N/A N/A The aggregate intrinsic value (excess of market value over the option exercise price) in the table above is before income taxes, and assuming the Company’s closing stock price of $ 100.35 , $ 60.60 and $ 80.69 per share as of December 31, 2023, 2022 and 2021, respectively, is the price that would have been received by the option holders had those option holders exercised their options as of that date. As of December 31, 2023, the weighted average remaining contractual term for options outstanding was 5.4 years and the weighted average remaining contractual term for options exercisable was 5.4 years. The cash received from the exercise of stock options was $ 1.4 million, $ 0.2 million and $ 4.9 million in 2023, 2022 and 2021, respectively. The income tax benefit related to the stock options exercised was $ 6.7 million in 2021, and immaterial in 2023 and 2022. The grant date fair value of stock options vested in 2023, 2022 and 2021 was $ 5.9 million, $ 6.9 million and $ 11.6 million, respectively. As of December 31, 2023, there was no unrecognized compensation expense related to the stock options. F-31 Stock Appreciation Rights (SARS): No SARS were granted or forfeited in the years ended December 31, 2023, 2022 and 2021. The following table summarizes the Company’s SARS activity: Years ended December 31 2023 2022 2021 (shares in thousands) Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Total SARS: Outstanding beginning of year 224 $ 64.33 224 $ 64.33 485 $ 56.96 Exercised during the year — — — — ( 261 ) 50.63 Outstanding end of year 224 $ 64.33 224 $ 64.33 224 $ 64.33 Vested SARS: Vested during the year — $ — — $ — 85 $ 63.86 Eligible end of year for exercise 224 $ 64.33 224 $ 64.33 224 $ 64.33 Aggregate intrinsic value ($ in thousands): Total SARS outstanding $ 8,078 $ 383 $ 3,669 SARS exercisable $ 8,078 $ 383 $ 3,669 SARS exercised $ — $ — $ 9,045 Weighted average fair value of SARS granted during the year N/A N/A N/A The aggregate intrinsic value (excess of market value over the SARS exercise price) in the table above is before income taxes, and assuming the Company’s closing stock price of $ 100.35 , $ 60.60 and $ 80.69 per share as of December 31, 2023, 2022 and 2021, respectively, is the price that would have been received by the SARS holder had that SARS holder exercised the SARS as of that date. SARS vest ratably over four years and have nine-year contractual terms. All SARS outstanding as of December 31, 2023 were fully vested. As of December 31, 2023, there was no unrecognized compensation expense related to the SARS. Restricted Stock: The Company’s stock-based awards include restricted stock awards. As of December 31, 2023, there was approximately $ 18.2 million of total unrecognized compensation expense related to restricted stock, which is expected to be recognized over a weighted-average remaining life of approximately 17.0 months. Restricted stock awards possess voting rights, are included in the calculation of actual shares outstanding, and include both performance- and time-based contingencies. The grant date fair value of the awards is expensed over the related service or performance period. Time-based shares cliff vest at the conclusion of the required service period, which ranges from less than one year to seven years . The performance contingent shares are earned based on the achievement of a cumulative financial performance target, which ranges from less than one year to a seven-year period and vest at the conclusion of the measurement period. F-32 The following table summarizes the activity for restricted stock: Year Ended December 31 2023 2022 2021 (shares in thousands) Shares Weighted-Average Grant Date Stock Price Shares Weighted-Average Grant Date Stock Price Shares Weighted-Average Grant Date Stock Price Unvested beginning of year 758 $ 64.38 929 $ 55.06 790 $ 50.39 Granted during the year 331 64.56 254 64.62 371 67.27 Vested during the year ( 328 ) 56.64 ( 408 ) 43.23 ( 198 ) 60.05 Forfeited during the year ( 81 ) 67.81 ( 17 ) 66.30 ( 34 ) 50.37 Unvested end of year 680 $ 68.47 758 $ 64.38 929 $ 55.06 Aggregate fair values of restricted stock vested for the years ended December 31, 2023, 2022 and 2021 were $ 18.6 million, $ 17.6 million, and $ 11.9 million, respectively. 16. SEGMENT INFORMATION Financial results for the Company's reportable segments have been prepared using a management approach, which is consistent with the basis and manner in which financial information is evaluated by the Company's Chief Operating Decision Maker (CODM) in allocating resources and in assessing performance. 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 way in which its CODM allocates resources, evaluates financial results, and determines compensation. The Company does not measure profitability at the end market (RV, marine, MH and industrial) level. Manufacturing – This segment includes the following products: laminated products that are utilized to produce furniture, shelving, walls, countertops and cabinet products; cabinet doors; fiberglass bath fixtures and tile systems; hardwood furniture; vinyl printing; RV and marine furniture; audio systems and accessories, including amplifiers, tower speakers, soundbars, and subwoofers; decorative vinyl and paper laminated panels; solid surface, granite, and quartz countertop fabrication; RV painting; fabricated aluminum products; fiberglass and plastic components; fiberglass bath fixtures and tile systems; softwoods lumber; custom cabinetry; polymer-based and other flooring; electrical systems components including instrument and dash panels; wrapped vinyl, paper and hardwood profile mouldings; interior passage doors; air handling products; slide-out trim and fascia; thermoformed shower surrounds; specialty bath and closet building products; fiberglass and plastic helm systems and components products; treated, untreated and laminated plywood; wiring and wire harnesses; adhesives and sealants; boat towers, tops, trailers and frames; marine hardware and accessories; protective covers for boats, RVs, aircraft, and military and industrial equipment; aluminum and plastic fuel tanks; CNC molds and composite parts; slotwall panels and components; and other products. Distribution – The Company distributes pre-finished wall and ceiling panels; drywall and drywall finishing products; electronics and audio systems components; appliances; marine accessories and components; wiring, electrical and plumbing products; fiber reinforced polyester products; cement siding; raw and processed lumber; interior passage doors; roofing products; laminate and ceramic flooring; tile; shower doors; furniture; fireplaces and surrounds; interior and exterior lighting products; and other miscellaneous products in addition to providing transportation and logistics services. The accounting policies of the segments are the same as those described in Note 1 "Basis of Presentation and Significant Accounting Policies" except that segment data includes intersegment sales. Assets are identified to the segments except for cash, prepaid expenses, land and buildings, and certain deferred assets, which are identified with the corporate division. The corporate division charges rent to the segments for use of the land and buildings based upon estimated market rates. The Company accounts for intersegment sales similar to third party transactions, which reflect current market prices. The Company also records certain income from purchase incentive agreements at the corporate division. The Company evaluates the performance of its segments and allocates resources to them based on a variety of indicators including but not limited to sales and operating income as presented in the tables below. F-33 The tables below present information that is provided to the CODM of the Company as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31 2023 Manufacturing Distribution Total Net outside sales $ 2,586,783 $ 881,262 $ 3,468,045 Intersegment sales 66,474 8,146 74,620 Total sales 2,653,257 889,408 3,542,665 Operating income 321,096 90,095 411,191 Total assets 2,071,500 426,931 2,498,431 Capital expenditures 50,771 8,094 58,865 Depreciation and amortization 126,431 12,710 139,141 Year Ended December 31 2022 Manufacturing Distribution Total Net outside sales $ 3,603,766 $ 1,278,106 $ 4,881,872 Intersegment sales 77,646 9,491 87,137 Total sales 3,681,412 1,287,597 4,969,009 Operating income 531,547 136,889 668,436 Total assets 2,302,745 407,861 2,710,606 Capital expenditures 67,635 3,801 71,436 Depreciation and amortization 114,782 11,422 126,204 Year Ended December 31 2021 Manufacturing Distribution Total Net outside sales $ 2,930,466 $ 1,147,626 $ 4,078,092 Intersegment sales 71,641 7,028 78,669 Total sales 3,002,107 1,154,654 4,156,761 Operating income 379,885 106,241 486,126 Capital expenditures 58,700 3,873 62,573 Depreciation and amortization 89,899 10,790 100,689 F-34 A reconciliation of certain line items pertaining to the total reportable segments to the consolidated financial statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands): Year Ended December 31 2023 2022 2021 Net sales: Total sales for reportable segments $ 3,542,665 $ 4,969,009 $ 4,156,761 Elimination of intersegment sales ( 74,620 ) ( 87,137 ) ( 78,669 ) Consolidated net sales $ 3,468,045 $ 4,881,872 $ 4,078,092 Operating income: Operating income for reportable segments $ 411,191 $ 668,436 $ 486,126 Unallocated corporate expenses ( 72,297 ) ( 99,037 ) ( 78,085 ) Amortization ( 78,694 ) ( 73,229 ) ( 56,329 ) Consolidated operating income $ 260,200 $ 496,170 $ 351,712 As of December 31 Total assets: 2023 2022 Identifiable assets for reportable segments $ 2,498,431 $ 2,710,606 Corporate assets unallocated to segments 52,608 49,018 Cash and cash equivalents 11,409 22,847 Consolidated total assets $ 2,562,448 $ 2,782,471 Year Ended December 31 Depreciation and amortization: 2023 2022 2021 Depreciation and amortization for reportable segments $ 139,141 $ 126,204 $ 100,689 Corporate depreciation and amortization 5,402 4,553 4,119 Consolidated depreciation and amortization $ 144,543 $ 130,757 $ 104,808 Capital expenditures: Capital expenditures for reportable segments $ 58,865 $ 71,436 $ 62,573 Corporate capital expenditures 3,183 8,447 2,231 Consolidated capital expenditures $ 62,048 $ 79,883 $ 64,804 Amortization expense related to intangible assets in the Manufacturing segment for the years ended December 31, 2023, 2022 and 2021 was $ 67.6 million, $ 62.8 million and $ 46.7 million, respectively. Intangible assets amortization expense in the Distribution segment was $ 11.0 million, $ 10.4 million and $ 9.6 million in 2023, 2022 and 2021, respectively. 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. F-35 Major Customers The Company had two major customers that accounted for the following sales in our Manufacturing and Distribution segments for the years ended December 31, 2023, 2022 and 2021 and trade receivables balances as of December 31, 2023 and 2022 as shown in the table below: Year Ended December 31 2023 2022 2021 Customer 1 Net sales 15 % 21 % 24 % Trade receivables 8 % 4 % Customer 2 Net sales 14 % 17 % 18 % Trade receivables 5 % 6 % 17. SUBSEQUENT EVENTS In January 2024, the Company announced that it completed its acquisition of Sportech, LLC, a leading designer and manufacturer of high-value, complex component solutions sold to powersports OEMs, adjacent market OEMs and the aftermarket. The aggregate purchase price for the acquisition (excluding working capital adjustments) was $ 315 million which was funded with borrowings under the Revolver due 2027 and cash on hand. As of the purchase date, we will record a preliminary purchase price allocation for the assets acquired and liabilities assumed in connection with the acquisition. We expect to allocate a significant portion of the purchase price to identifiable intangible assets and goodwill. Certain portions of the goodwill balance will not be deductible for tax purposes. The Company will perform its valuation of net assets, based on facts and circumstances that existed as of the transaction date, over a period not to exceed 12 months, and adjustments will be recorded in the periods in which they are determined. F-36