2 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
−Removed: Third Quarter Ended Nine Months Ended
−Removed: ($ in thousands, except per share data) September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023
+Added: First Quarter Ended
+Added: ($ and shares in thousands, except per share data) March 30, 2025 March 31, 2024
Net sales $ 1,003,420 $ 933,492
12 unchanged sentences
Basic earnings per common share (1)
+Added: $ 1.17 $ 1.08
Diluted earnings per common share (1)
+Added: $ 1.11 $ 1.06
Weighted average shares outstanding – Basic (1)
+Added: 32,671 32,480
Weighted average shares outstanding – Diluted (1)
+Added: 34,416 33,120
+Added: (1) The prior year period reflects the impact of the three-for-two stock split paid in December 2024.
+Added: See Note 1 "Basis of Presentation and Significant Accounting Policies" for further details.
See accompanying Notes to Condensed Consolidated Financial Statements.
1 unchanged sentence
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
−Removed: Third Quarter Ended Nine Months Ended
−Removed: ($ in thousands) September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023
+Added: First Quarter Ended
+Added: ($ in thousands) March 30, 2025 March 31, 2024
Net income $ 38,238 $ 35,093
5 unchanged sentences
PATRICK INDUSTRIES, INC.
−Removed: CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
−Removed: ($ in thousands) September 29, 2024 December 31, 2023
+Added: CONDENSED CONSOLIDATED BALANCE SHEETS
+Added: ($ in thousands) March 30, 2025 December 31, 2024
Current Assets:
24 unchanged sentences
Preferred shares, no par value per share, 1,000,000 shares authorized, none issued and outstanding
−Removed: Common stock, no par value per share, 40,000,000 shares authorized, 22,420,560 and 22,160,608 issued and outstanding as of September 29, 2024 and December 31, 2023, respectively
+Added: Common stock, no par value per share, 40,000,000 shares authorized, 33,533,091 and 33,567,048 issued and outstanding as of March 30, 2025 and December 31, 2024, respectively
198,408 202,353
6 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
−Removed: Nine Months Ended
−Removed: ($ in thousands) September 29, 2024 October 1, 2023
+Added: First Quarter Ended
+Added: ($ in thousands) March 30, 2025 March 31, 2024
Cash flows from operating activities
3 unchanged sentences
Stock-based compensation expense 5,249 5,460
+Added: Deferred income taxes ( 5,737 ) —
+Added: Amortization deferred debt financing costs 794 804
+Added: Loss (gain) on sale of property, plant and equipment 2,042 ( 14 )
Other ( 1,604 ) 63
15 unchanged sentences
Repayments on revolver ( 153,434 ) ( 313,958 )
−Removed: Repayments of convertible notes — ( 172,500 )
Stock repurchases under buyback program ( 8,511 ) —
2 unchanged sentences
Payment of contingent consideration from business acquisitions ( 16 ) ( 3,500 )
−Removed: Proceeds from exercise of common stock options 21 1,413
Other financing activities ( 9 ) ( 75 )
−Removed: Net cash provided by (used in) financing activities 302,408 ( 224,764 )
−Removed: Net increase (decrease) in cash and cash equivalents 41,197 ( 6,397 )
+Added: Net cash provided by financing activities 79,009 341,749
+Added: Net increase in cash and cash equivalents 53,000 6,201
Cash and cash equivalents at beginning of year 33,561 11,409
3 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
−Removed: Third Quarter Ended September 29, 2024
+Added: First Quarter Ended March 30, 2025
($ in thousands) Common
2 unchanged sentences
Earnings Total
−Removed: Balance at June 30, 2024 $ 198,138 $ ( 1,028 ) $ 901,394 $ 1,098,504
+Added: Balance at December 31, 2024 $ 202,353 $ ( 926 ) $ 926,939 $ 1,128,366
Net income — — 38,238 38,238
1 unchanged sentence
Other comprehensive income, net of tax — 4 — 4
−Removed: Repurchases of shares for tax payments related to the vesting and exercising of share-based grants ( 2,233 ) — — ( 2,233 )
−Removed: Stock-based compensation expense 4,625 — — 4,625
−Removed: Balance at September 29, 2024 $ 200,530 $ ( 985 ) $ 929,936 $ 1,129,481
−Removed: Third Quarter Ended October 1, 2023
−Removed: ($ in thousands) Common
−Removed: Stock Accumulated Other
−Removed: Comprehensive Loss Retained
−Removed: Earnings Total
−Removed: Balance at July 2, 2023 $ 196,912 $ ( 794 ) $ 801,304 $ 997,422
−Removed: Net income — — 39,550 39,550
−Removed: Dividends declared — — ( 10,021 ) ( 10,021 )
−Removed: Other comprehensive loss, net of tax — ( 10 ) — ( 10 )
Stock repurchases under buyback program ( 601 ) — ( 7,910 ) ( 8,511 )
Repurchase of shares for tax payments related to the vesting and exercising of share-based grants ( 8,593 ) — — ( 8,593 )
−Removed: Issuance of shares upon exercise of common stock options 270 — — 270
Stock-based compensation expense 5,249 — — 5,249
−Removed: Balance at October 1, 2023 $ 201,680 $ ( 804 ) $ 830,427 $ 1,031,303
−Removed: PATRICK INDUSTRIES, INC.
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Continued)
−Removed: Nine Months Ended September 29, 2024
−Removed: ($ in thousands) Common
−Removed: Stock Accumulated Other
−Removed: Comprehensive Loss Retained
−Removed: Earnings Total
−Removed: Balance at December 31, 2023 $ 203,258 $ ( 999 ) $ 843,078 $ 1,045,337
−Removed: Net income — — 123,843 123,843
−Removed: Dividends declared — — ( 36,985 ) ( 36,985 )
−Removed: Other comprehensive loss, net of tax — 14 — 14
−Removed: Repurchases of shares for tax payments related to the vesting and exercise of share-based grants ( 17,116 ) — — ( 17,116 )
−Removed: Issuance of shares upon exercise of common stock options 21 — — 21
−Removed: Stock-based compensation expense 14,367 — — 14,367
−Removed: Balance at September 29, 2024 $ 200,530 $ ( 985 ) $ 929,936 $ 1,129,481
−Removed: Nine Months Ended October 1, 2023
+Added: Balance at March 30, 2025 $ 198,408 $ ( 922 ) $ 943,782 $ 1,141,268
+Added: First Quarter Ended March 31, 2024
($ in thousands) Common
6 unchanged sentences
Other comprehensive loss, net of tax — ( 32 ) — ( 32 )
−Removed: Share repurchases under buyback program ( 1,649 ) — ( 10,587 ) ( 12,236 )
−Removed: Repurchases of shares for tax payments related to the vesting and exercise of share-based grants ( 8,762 ) — — ( 8,762 )
−Removed: Issuance of shares upon exercise of common stock options 1,413 — — 1,413
+Added: Repurchase of shares for tax payments related to the vesting and exercising of share-based grants ( 14,788 ) — — ( 14,788 )
Stock-based compensation expense 5,460 — — 5,460
−Removed: Balance at October 1, 2023 $ 201,680 $ ( 804 ) $ 830,427 $ 1,031,303
+Added: Balance at March 31, 2024 $ 193,930 $ ( 1,031 ) $ 865,637 $ 1,058,536
See accompanying Notes to Condensed Consolidated Financial Statements.
4 unchanged sentences
The accompanying unaudited condensed consolidated financial statements of Patrick Industries, Inc.
−Removed: (“Patrick”, the “Company”, "we", "our") contain all adjustments (consisting of normal recurring adjustments) that we believe are necessary to present fairly the Company’s financial position as of September 29, 2024 and December 31, 2023, its results of operations for the third quarter and nine months ended September 29, 2024 and October 1, 2023, respectively, and its cash flows for the nine months ended September 29, 2024 and October 1, 2023.
+Added: (“Patrick”, the “Company”, "we", "our") contain all adjustments (consisting of normal recurring adjustments) that we believe are necessary to present fairly the Company’s financial position as of March 30, 2025 and December 31, 2024, its results of operations for the first quarter ended March 30, 2025 and March 31, 2024, and its cash flows for the three months ended March 30, 2025 and March 31, 2024.
Patrick's unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S.
6 unchanged sentences
The second and third quarters are thirteen weeks in duration and the fourth quarter is the remainder of the year.
−Removed: The third quarter of fiscal year 2024 ended on September 29, 2024, and the third quarter of fiscal year 2023 ended on October 1, 2023.
−Removed: Reclassified Amounts
−Removed: Certain amounts have been reclassified in prior year financial statements to conform with current year presentation.
−Removed: These reclassifications are immaterial to the overall financial statements.
+Added: The first quarter of fiscal year 2025 ended on March 30, 2025, and the first quarter of fiscal year 2024 ended on March 31, 2024.
+Added: Earnings Per Common Share
+Added: Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding.
+Added: 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, where applicable) by the weighted-average number of common shares outstanding, plus the weighted-average impact of potentially dilutive convertible notes and warrants, plus the dilutive effect of stock options, stock appreciation rights ("SARs"), and certain restricted stock awards (collectively, “Common Stock Equivalents”).
+Added: The dilutive effect of Common Stock Equivalents is calculated under the treasury stock method using the average market price for the period.
+Added: Common Stock Equivalents are not included in the computation of diluted earnings per common share if their effect would be anti-dilutive.
+Added: On November 18, 2024, the Company's Board of Directors (the "Board") declared a three-for-two stock split of the Company's common stock, to be effected in the form of a stock dividend.
+Added: Shareholders of record as of the close of business on November 29, 2024 received one additional share for every two shares held which was paid on December 13, 2024.
+Added: The Company's common stock began trading on a post-split basis on December 16, 2024.
+Added: Cash paid in lieu of fractional shares was immaterial.
+Added: All share and per share information has been updated on a retrospective basis for all periods presented.
+Added: See Note 7 "Earnings Per Common Share" for the calculation of both basic and diluted earnings per common share.
Summary of Significant Accounting Policies
A summary of significant accounting policies is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025.
+Added: Major Customer Concentration
+Added: The Company had two major customers that accounted for the following consolidated net sales for the quarter ended March 30, 2025 and March 31, 2024:
+Added: First Quarter Ended
+Added: March 30, 2025 March 31, 2024
+Added: Percentage of total net sales:
New Accounting Standards
2 unchanged sentences
The Company considers the applicability and impact of all ASUs.
−Removed: ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on the Company’s unaudited condensed consolidated financial statements.
−Removed: Accounting Pronouncements Not Yet Adopted
−Removed: In November 2023, the FASB issued ASU 2023-07, "Improvements to Reportable Segment Disclosures".
−Removed: 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.
−Removed: 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.
−Removed: The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements.
−Removed: adoption is also permitted.
−Removed: This ASU will likely result in additional required disclosures when adopted.
−Removed: The Company is currently evaluating this guidance to determine the impact on its disclosures;
−Removed: however, adoption will not otherwise impact our consolidated financial statements.
−Removed: In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures" .
+Added: ASUs not listed below were either assessed and determined to be not applicable or are expected to have an immaterial impact on the Company’s unaudited condensed consolidated financial statements.
+Added: Recently Issued Accounting Pronouncements
+Added: Accounting Standards Not Yet Adopted
+Added: In November 2024, the FASB issued ASU 2024-04 , "Debt - Debt with Conversion and Other Options (Subtopic 470-20):
+Added: Induced Conversions of Convertible Debt Instruments".
+Added: The amendments in this update are intended to clarify disclosure requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments.
+Added: This ASU is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the effects that the adoption of ASU 2024-04 will have on the Company's consolidated financial statements.
+Added: In November 2024, the FASB" issued ASU 2024-03 , "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses".
+Added: The amendments in this update require public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements.
+Added: Public business entities are required to apply the guidance prospectively or retrospectively.
+Added: This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the effects that the adoption of ASU 2024-03 will have on the Company's consolidated financial statements.
+Added: In January 2025, the FASB issued ASU 2025-01 , "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Clarifying the Effective Date".
+Added: This update revises the effective date of ASU 2024-03 to clarify that the guidance is to be adopted by all public entities for annual reporting periods beginning after December 15, 2026 and for interim periods within annual reporting periods beginning after December 15, 2027.
+Added: The intent of this update is to prevent non-calendar year-end entities from concluding that the initial adoption is required to be in an interim reporting period, rather than an annual reporting period.
+Added: In December 2023, the FASB issued ASU 2023-09 , " Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures" .
This ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.
3 unchanged sentences
The Company is currently evaluating this guidance to determine the impact on its disclosures;
−Removed: however, adoption will not otherwise impact our consolidated financial statements.
+Added: however, adoption will impact only the notes to our consolidated financial statements.
REVENUE RECOGNITION
In the following table, revenue from contracts with customers, net of all intercompany sales, is disaggregated by market type and by reportable segment:
−Removed: Third Quarter Ended September 29, 2024
−Removed: ($ in thousands) Manufacturing Distribution Total
−Removed: Recreational Vehicle $ 275,020 $ 121,476 $ 396,496
−Removed: Marine 126,066 9,925 135,991
−Removed: Powersports 84,487 2,903 87,390
−Removed: Manufactured Housing 76,634 100,780 177,414
−Removed: Industrial 113,319 8,834 122,153
−Removed: Total $ 675,526 $ 243,918 $ 919,444
−Removed: Third Quarter Ended October 1, 2023
−Removed: ($ in thousands) Manufacturing Distribution Total
−Removed: Recreational Vehicle $ 273,804 $ 126,300 $ 400,104
−Removed: Marine 162,976 8,676 171,652
−Removed: Powersports 26,015 2,768 28,783
−Removed: Manufactured Housing 66,671 79,030 145,701
−Removed: Industrial 111,719 8,114 119,833
−Removed: Total $ 641,185 $ 224,888 $ 866,073
−Removed: Nine Months Ended September 29, 2024
+Added: First Quarter Ended March 30, 2025
($ in thousands) Manufacturing Distribution Total
5 unchanged sentences
Total $ 750,762 $ 252,658 $ 1,003,420
−Removed: Nine Months Ended October 1, 2023
+Added: First Quarter Ended March 31, 2024
($ in thousands) Manufacturing Distribution Total
8 unchanged sentences
Inventories consisted of the following:
−Removed: ($ in thousands) September 29, 2024 December 31, 2023
+Added: ($ in thousands) March 30, 2025 December 31, 2024
Raw materials $ 307,043 $ 292,730
1 unchanged sentence
Finished goods 102,105 103,318
−Removed: reserve for inventory obsolescence ( 19,016 ) ( 15,990 )
+Added: reserve for inventory excess and obsolescence ( 19,056 ) ( 16,456 )
Total manufactured goods, net 407,645 397,749
Materials purchased for resale (distribution products) 155,634 161,492
−Removed: reserve for inventory obsolescence ( 11,378 ) ( 8,081 )
+Added: reserve for inventory excess and obsolescence ( 9,355 ) ( 7,624 )
Total materials purchased for resale (distribution products), net 146,279 153,868
1 unchanged sentence
GOODWILL AND INTANGIBLE ASSETS
−Removed: Changes in the carrying amount of goodwill for the nine months ended September 29, 2024 by segment are as follows:
+Added: Changes in the carrying amount of goodwill for the three months ended March 30, 2025 by segment are as follows:
($ in thousands) Manufacturing Distribution Total
2 unchanged sentences
Adjustments to preliminary purchase price allocations 48 412 460
−Removed: Balance at September 29, 2024
+Added: Balance at March 30, 2025
$ 684,463 $ 117,402 $ 801,865
−Removed: Intangible assets, net consisted of the following as of September 29, 2024 and December 31, 2023:
−Removed: ($ in thousands) September 29, 2024 December 31, 2023
+Added: Intangible assets, net consisted of the following as of March 30, 2025 and December 31, 2024:
+Added: ($ in thousands) March 30, 2025 December 31, 2024
Customer relationships $ 934,715 $ 924,720
4 unchanged sentences
accumulated amortization
+Added: Customer relationships ( 441,439 ) ( 419,358 )
+Added: Non-compete agreements ( 20,643 ) ( 20,065 )
+Added: Patents ( 25,202 ) ( 23,352 )
Intangible assets, net $ 790,915 $ 802,889
−Removed: Changes in the carrying value of intangible assets for the nine months ended September 29, 2024 by segment are as follows:
+Added: Changes in the carrying value of intangible assets for the three months ended March 30, 2025 by segment are as follows:
($ in thousands) Manufacturing Distribution Total
3 unchanged sentences
Adjustments to preliminary purchase price allocations 357 1,238 1,595
−Removed: Balance at September 29, 2024
+Added: Balance at March 30, 2025
$ 661,724 $ 129,191 $ 790,915
2 unchanged sentences
For each acquisition, the excess of the purchase consideration over the fair value of the net assets acquired is recorded as goodwill, which generally represents the combined value of the Company’s existing purchasing, manufacturing, sales, and systems resources with the organizational talent and expertise of the acquired companies’ respective management teams to maximize efficiencies, market share growth and net income.
−Removed: The Company completed one acquisition in the third quarter of 2024 and seven acquisitions in the first nine months of 2024 (the "2024 Acquisitions").
−Removed: For the third quarter and nine months ended September 29, 2024, net sales included in the Company's condensed consolidated statements of income related to the 2024 Acquisitions were $ 78.6 million and $ 216.4 million, respectively, and operating income was $ 12.3 million and $ 38.9 million, respectively.
−Removed: Acquisition-related costs associated with the 2024 Acquisitions were $ 5.0 million.
+Added: The Company completed two acquisitions in the first three months of 2025 (the "2025 Acquisitions").
+Added: Acquisition-related costs associated with the 2025 Acquisitions were immaterial.
+Added: For the first quarter ended March 30, 2025, net sales included in the Company's condensed consolidated statements of income related to the 2025 Acquisitions were $ 4.3 million and operating losses were $ 0.1 million.
Assets acquired and liabilities assumed in the acquisitions were recorded on the Company's condensed 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.
−Removed: The Company completed three acquisitions in the first nine months of 2023.
−Removed: For the third quarter and nine months ended October 1, 2023, net sales included in the Company's condensed consolidated statements of income related to the acquisitions completed in the first nine months of 2023 were $ 7.3 million and $ 9.8 million, respectively.
−Removed: For the third quarter and nine months ended October 1, 2023, operating losses of $ 0.1 million and operating income of $ 0.1 million, respectively, related to the acquisitions completed in the first nine months of 2023 are included in the Company's condensed consolidated statements of income.
+Added: The Company completed four acquisitions in the first three months of 2024.
+Added: Acquisition-related costs associated with the acquisitions completed in the first three months of 2024 were approximately $ 5.0 million.
+Added: For the first quarter ended March 31, 2024, net sales included in the Company's condensed consolidated statements of income related to the acquisitions completed in such quarter were $ 58.1 million, and operating income was $ 11.0 million.
In connection with certain acquisitions, the Company is required to pay additional cash consideration if certain financial results of the acquired businesses are achieved.
The Company records a liability for the estimated fair value of the contingent consideration related to each of these acquisitions as part of the initial purchase price based on the present value of the expected future cash flows and the probability of future payments at the date of acquisition.
−Removed: Changes in the fair value of contingent consideration for the nine months ended September 29, 2024 are as follows:
−Removed: ($ in thousands)
−Removed: Balance at December 31, 2023 $ 8,510
+Added: Changes in the contingent consideration liability for the three months ended March 30, 2025 and March 31, 2024 are as follows:
+Added: First Quarter Ended
+Added: ($ in thousands) March 30, 2025 March 31, 2024
+Added: Fair value at beginning of period $ 3,608 $ 8,510
Additions 1,800 —
1 unchanged sentence
Settlements ( 16 ) ( 3,880 )
−Removed: Balance at September 29, 2024
−Removed: (1) The Company recorded a measurement period adjustment reducing the estimated fair value of contingent consideration in connection with one of the 2023 acquisitions.
−Removed: 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 September 29, 2024 and December 31, 2023:
−Removed: ($ in thousands) September 29, 2024 December 31, 2023
+Added: Fair value at end of period $ 3,792 $ 4,630
+Added: 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:
+Added: ($ in thousands) March 30, 2025 December 31, 2024
Accrued liabilities $ 1,565 $ 1,665
3 unchanged sentences
2025 Acquisitions
−Removed: The Company completed seven acquisitions in the first nine months ended September 29, 2024, including the following previously announced acquisitions:
−Removed: Company Segment Description
−Removed: Sportech, LLC ("Sportech") Manufacturing Leading designer and manufacturer of high-value, complex component solutions sold to powersports original equipment manufacturers ("OEMs"), adjacent market OEMs and the aftermarket, including integrated door systems, roofs, canopies, bumpers, windshields, fender flares and cowls, based in Elk River, Minnesota, acquired in January 2024.
−Removed: ICON Direct LLC ("RecPro") Distribution Leading e-commerce business and aftermarket platform specializing in creating and marketing component products, systems, and solutions for the RV and marine end markets, based in Bristol, Indiana, acquired in September 2024
−Removed: Inclusive of five acquisitions not discussed above, total cash consideration for the 2024 Acquisitions was approximately $ 411.7 million, plus working capital holdbacks and contingent consideration over a three-year period based on future performance in connection with certain acquisitions.
−Removed: 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.
+Added: The Company completed two acquisitions in the first three months ended March 30, 2025.
+Added: Total cash consideration for the 2025 Acquisitions were approximately $ 43.1 million, plus working capital holdbacks and contingent consideration over a less than one-year period based on future performance.
+Added: As the Company finalizes the fair value of the acquired assets and assumed liabilities, additional purchase price adjustments may be recorded during the measurement period.
2024 Acquisitions
−Removed: The Company completed three acquisitions in the year ended December 31, 2023, including the following previously announced acquisition (collectively, the “2023 Acquisitions”):
+Added: The Company completed seven acquisitions in the year ended December 31, 2024, including the following previously announced acquisitions (collectively, the “2024 Acquisitions”):
Company Segment Description
−Removed: BTI Transport Distribution Provider of transportation and logistics services to marine OEMs and dealers, based in Elkhart, Indiana, acquired in April 2023.
−Removed: The acquired business operates under the Patrick Marine Transport brand.
−Removed: 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.
−Removed: Purchase price allocations and all valuation activities in connection with the 2023 Acquisitions have been finalized.
−Removed: Changes to preliminary purchase accounting estimates recorded in the nine months ended September 29, 2024 related to the 2023 Acquisitions were immaterial and relate primarily to the valuation of contingent consideration and property, plant, and equipment.
−Removed: The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition for the 2024 Acquisitions and 2023 Acquisitions:
+Added: Sportech, LLC ("Sportech") Manufacturing Leading designer and manufacturer of high-value, complex component solutions sold to powersports original equipment manufacturers ("OEMs"), adjacent market OEMs and the aftermarket, including integrated door systems, roofs, canopies, bumpers, windshields, fender flares and cowls, based in Elk River, Minnesota, acquired in January 2024.
+Added: ICON Direct LLC, doing business as RecPro ("RecPro") Distribution Leading e-commerce business and aftermarket platform specializing in creating and marketing component products, systems, and solutions for the RV and marine end markets, based in Bristol, Indiana, acquired in September 2024.
+Added: Inclusive of five acquisitions not discussed above, total cash consideration for the 2024 Acquisitions was approximately $ 416.1 million, plus contingent consideration over a three-year period based on future performance.
+Added: Purchase price allocations and all valuation activities in connection with the 2024 Acquisitions have been finalized for four of the 2024 Acquisitions.
+Added: Changes to preliminary purchase accounting estimates recorded in the three months ended March 30, 2025 related to the 2024 Acquisitions were immaterial.
+Added: The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of each of the 2025 Acquisitions and 2024 Acquisitions:
Acquisitions 2024
−Removed: ($ in thousands) Sportech All Others Total Total
+Added: ($ in thousands) Total Sportech All Others Total
Consideration:
22 unchanged sentences
4,169 118,075 42,319 160,394
−Removed: Bargain purchase gain (3)
−Removed: — — — ( 1,745 )
−Removed: $ 319,073 $ 100,540 $ 419,613 $ 27,894
+Added: Total purchase price allocation $ 45,635 $ 319,073 $ 99,028 $ 418,101
(1) These amounts reflect the acquisition date fair value of contingent consideration based on expected future results relating to certain acquisitions.
−Removed: (2) Goodwill is tax-deductible for all acquisitions, except Sportech, which is only partially tax-deductible.
−Removed: (3) In connection with one of the 2023 Acquisitions, the Company recognized a $ 1.7 million bargain purchase gain.
−Removed: A bargain purchase gain is recognized when the net assets acquired in a business combination have a higher fair value than the consideration paid.
−Removed: 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
+Added: (2) Goodwill is tax-deductible for the 2025 Acquisitions and 2024 Acquisitions, except for Sportech which is only partially tax-deductible.
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.
3 unchanged sentences
The estimated useful life for customer relationships is 10 years.
−Removed: The estimated useful life for non-compete agreements is 5 years.
−Removed: The estimated useful life for patents and developed technology is 10 years.
+Added: The average estimated useful life for non-compete agreements is 5 years.
+Added: The estimated useful life for patents is 13 years, individually ranging from 10 to 18 years.
Trademarks have an indefinite useful life.
−Removed: Pro Forma Information
−Removed: The following pro forma information for the third quarter and nine months ended September 29, 2024 and October 1, 2023 assumes the 2024 Acquisitions and 2023 Acquisitions occurred as of the beginning of the year immediately preceding each such acquisition.
+Added: Pro Forma Information (Unaudited)
+Added: The following pro forma information for the first quarter ended March 30, 2025 and March 31, 2024 assumes the 2025 Acquisitions and 2024 Acquisitions occurred as of the beginning of the year immediately preceding each such acquisition.
The pro forma information contains the actual operating results of the 2025 Acquisitions and 2024 Acquisitions combined with the results prior to their respective acquisition dates, adjusted to reflect the pro forma impact of the acquisitions occurring as of the beginning of the year immediately preceding each such acquisition.
The pro forma information includes financing and interest expense charges based on incremental borrowings incurred in connection with each transaction.
−Removed: In addition, the pro forma information includes incremental amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $ 0.4 million and $ 4.0 million, respectively, for the third quarter and nine months ended September 29, 2024 and $ 3.0 million and $ 12.3 million, respectively, for the third quarter and nine months ended October 1, 2023.
−Removed: Third Quarter Ended
−Removed: Nine Months Ended
−Removed: ($ in thousands, except per share data) September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023
+Added: In addition, the pro forma information includes incremental amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $ 0.1 million for the first quarter ended March 30, 2025 and $ 2.0 million for the first quarter ended March 31, 2024.
+Added: First Quarter Ended
+Added: ($ in thousands, except per share data) March 30, 2025 March 31, 2024
Revenue $ 1,009,873 $ 988,325
4 unchanged sentences
STOCK-BASED COMPENSATION
−Removed: The Company's Board of Directors (the "Board") approved various stock-based grants under the Company’s 2009 Omnibus Incentive Plan in the nine months ended September 29, 2024 totaling 223,011 shares in the aggregate at an average fair value of $ 100.63 per share at grant date for a total fair value at grant date of $ 22.4 million.
−Removed: The Company recorded stock-based compensation expense, net of forfeitures, of approximately $ 4.7 million and $ 14.4 million in the third quarter and nine months ended September 29, 2024, respectively, for its stock-based compensation plans in the condensed consolidated statements of income.
−Removed: Stock-based compensation expense, net of forfeitures of $ 5.8 million and $ 13.7 million was recorded in the third quarter and nine months ended October 1, 2023, respectively.
+Added: The Company recorded stock-based compensation expense, net of forfeitures, of approximately $ 5.2 million and $ 5.5 million in the first quarter ended March 30, 2025 and March 31, 2024, respectively.
+Added: The Board approved various share grants under the Company’s 2009 Omnibus Incentive Plan in the three months ended March 30, 2025 totaling 216,078 shares in the aggregate at an average fair value of $ 95.91 per share at grant date for a total fair value at grant date of $ 20.7 million.
+Added: Stock Appreciation Rights ("SARs"):
+Added: On February 25, 2025, the Board approved the grant of 329,850 SARs divided into four tranches at exercise prices of $ 92.72 , $ 110.76 , $ 132.31 and $ 158.05 per share.
+Added: The SARs vest pro-ratably over four years from the grant date and have nine-year contractual terms.
+Added: The SARs are to be settled in shares of common stock or, at the sole discretion of the Board, in cash.
+Added: The total remaining cost to be expensed over the four-year vesting period will be $ 6.1 million which will be expensed ratably over the four-year vesting period.
+Added: Stock Options:
+Added: On February 25, 2025, the Board approved the grant of 329,850 stock options at an exercise price per share of $ 92.72 .
+Added: The stock options vest pro-rata over four years from the grant date and have nine-year contractual terms.
+Added: The total remaining cost will be $ 8.6 million which will be expensed ratably over the four-year vesting period.
+Added: The Company estimates the fair value of the stock options and SARs awards as of the grant date by applying the Black-Scholes option-pricing model.
+Added: The following are the assumptions that were used in calculating the fair value of stock options and SARs granted during the first quarter of 2025:
+Added: Expected term 9 years
+Added: Expected volatility 24 %
+Added: Risk-free interest rate 4.25 %
+Added: Dividend yield 1.77 %
EARNINGS PER COMMON SHARE
−Removed: Earnings per common share calculated for the third quarter and first nine months of 2024 and 2023 is as follows:
−Removed: Third Quarter Ended
−Removed: Nine Months Ended
−Removed: ($ in thousands, except per share data) September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023
+Added: Earnings per common share calculated for the first quarter of 2025 and 2024 is as follows:
+Added: First Quarter Ended
+Added: ($ and shares in thousands, except per share data) March 30, 2025 March 31, 2024
Earnings for basic earnings per common share calculation $ 38,238 $ 35,093
−Removed: Effect of interest on potentially dilutive convertible notes, net of tax — — — 162
−Removed: Earnings for diluted earnings per common share calculation $ 40,866 $ 39,550 $ 123,843 $ 112,242
Weighted average common shares outstanding - basic 32,671 32,480
6 unchanged sentences
Diluted earnings per common share $ 1.11 $ 1.06
+Added: (1) The prior year period reflects the impact of the three-for-two stock split paid in December 2024.
+Added: See Note 1 "Basis of Presentation and Significant Accounting Policies" for further details.
An immaterial amount of securities were not included in the computation of diluted earnings per common share as they are considered anti-dilutive for the periods presented.
−Removed: A summary of total debt outstanding at September 29, 2024 and December 31, 2023 is as follows:
−Removed: ($ in thousands) September 29, 2024 December 31, 2023
+Added: A summary of total debt outstanding at March 30, 2025 and December 31, 2024 is as follows:
+Added: ($ in thousands) March 30, 2025 December 31, 2024
Long-term debt:
1 unchanged sentence
Revolver due 2029 210,000 100,000
−Removed: 7.50 % senior notes due 2027
−Removed: 300,000 300,000
1.75 % convertible notes due 2028
2 unchanged sentences
350,000 350,000
+Added: 6.375 % senior notes due 2032
+Added: 500,000 500,000
Total debt 1,442,180 1,332,188
4 unchanged sentences
Total long-term debt, less current maturities, net $ 1,422,272 $ 1,311,684
−Removed: As of September 29, 2024, the Company maintained a senior secured credit facility comprised of a $ 775 million revolving credit facility (the "Revolver due 2027") and a $ 150 million term loan (the "Term Loan due 2027" and together with the Revolver due 2027, the "2021 Credit Facility").
−Removed: During the first nine months of 2024, the Company utilized borrowing capacity under the Revolver due 2027 to fund the acquisitions of Sportech and RecPro as discussed in Note 5 "Acquisitions".
−Removed: The interest rate for incremental borrowings under the Revolver due 2027 as of September 29, 2024 was the Secured Overnight Financing Rate (“SOFR”) plus 1.75 % (or 6.71 %) for the SOFR-based option.
−Removed: The fee payable on committed but unused portions of the Revolver due 2027 was 0.225 % as of September 29, 2024.
−Removed: Total cash interest paid for the third quarter of 2024 and 2023 was $ 4.7 million and $ 8.1 million, respectively, and $ 44.9 million and $ 40.8 million for the comparative nine month periods, respectively.
+Added: As of March 30, 2025, the Company maintained a senior secured credit facility comprised of a $ 875 million revolving credit facility (the "Revolver due 2029") and a $ 125 million term loan (the "Term Loan due 2029") and together with the Revolver due 2029, (the "2024 Credit Facility").
+Added: The interest rate for incremental borrowings under the Revolver due 2029 as of March 30, 2025 was the Secured Overnight Financing Rate (“SOFR”) plus 1.75 % (or 6.07 %) for the SOFR-based option.
+Added: The fee payable on committed but unused portions of the Revolver due 2029 was 0.225 % as of March 30, 2025.
+Added: Total cash interest paid for the first quarter of 2025 and 2024 was $ 1.7 million and $ 8.5 million, respectively.
+Added: Conditional Conversion Feature of the 1.75 % Convertible Senior Notes due 2028
+Added: As of March 30, 2025, the conditional conversion feature of the 1.75 % Convertible Senior Notes due 2028 (the “ 1.75 % Convertible Notes”) related to the price of our common stock equaling or exceeding 130 % of the conversion price was triggered.
+Added: As a result, the 1.75 % Convertible Notes are convertible, in whole or in part, at the option of the holders from April 1, 2025 to June 30, 2025.
+Added: Whether the 1.75 % Convertible Notes will be convertible in subsequent periods will depend on the continued satisfaction of this condition or another conversion condition in the future.
+Added: The 1.75 % Convertible Notes were also convertible from January 1, 2025 to March 31, 2025 based on satisfying this condition in the prior calendar quarter.
+Added: The 1.75 % Convertible Notes converted during the period from January 1, 2025 to March 31, 2025 were immaterial.
+Added: The Company has the intent and ability to utilize available borrowing capacity under the Revolver due 2029 to satisfy any cash conversion obligations that it may have, should holders choose to exercise their conversion rights during the period noted above.
FAIR VALUE MEASUREMENTS
−Removed: The following table presents fair values of certain assets and liabilities as of September 29, 2024 and December 31, 2023:
−Removed: September 29, 2024 December 31, 2023
+Added: The following table presents fair values of certain assets and liabilities as of March 30, 2025 and December 31, 2024:
+Added: March 30, 2025 December 31, 2024
($ in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
−Removed: 7.50 % senior notes due 2027 (1)
+Added: 1.75 % convertible notes due 2028 (1)
$ — $ 367.0 $ — $ — $ 351.3 $ —
1 unchanged sentence
$ — $ 328.5 $ — $ — $ 330.3 $ —
−Removed: 1.75 % convertible notes due 2028 (1)
+Added: 6.375 % senior notes due 2032 (1)
$ — $ 485.6 $ — $ — $ 485.0 $ —
5 unchanged sentences
$ — $ — $ 3.8 $ — $ — $ 3.6
−Removed: (1) The amounts of these notes listed above are the current fair values for disclosure purposes only, and they are recorded in the Company's condensed consolidated balance sheets as of September 29, 2024 and December 31, 2023 using the interest rate method.
−Removed: (2) The carrying amounts of our Term loan due 2027 and Revolver due 2027 approximate fair value as of September 29, 2024 and December 31, 2023 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.
+Added: (1) The amounts of these notes listed above are the fair values for disclosure purposes only, and they are recorded in the Company's condensed consolidated balance sheets as of March 30, 2025 and December 31, 2024 at carrying value.
+Added: (2) The carrying amounts of our term loan and revolving credit facility approximate fair value as of March 30, 2025 and December 31, 2024 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.
(3) The estimated fair value of the Company's contingent consideration is discussed further in Note 5 "Acquisitions".
−Removed: The effective tax rate in the third quarter of 2024 and 2023 was 24.8 % and 27.0 %, respectively, and the effective tax rate for the comparable nine month periods was 21.6 % and 24.9 %, respectively.
−Removed: The first nine months of 2024 and 2023 tax rates include the impact of the recognition of excess tax benefits on share-based compensation that was recorded as a reduction to income tax expense in the amount of $ 6.7 million and $ 2.3 million, respectively.
−Removed: Cash paid for income taxes, net of refunds, was $ 18.2 million and $ 37.4 million in the third quarter and first nine months of 2024, respectively, and $ 16.9 million and $ 65.9 million in the third quarter and first nine months of 2023, respectively.
+Added: The effective tax rate in the first quarter of 2025 and 2024 was 17.7 % and 10.6 %, respectively.
+Added: The first quarter of 2025 and 2024 tax rates include the impact of the recognition of excess tax benefits on share-based compensation that was recorded as a reduction to income tax expense in the amount of $ 3.2 million and $ 6.0 million, respectively.
+Added: Cash paid for income taxes, net of refunds, was $ 7.4 million and $ 0.1 million in the first quarter of 2025 and 2024, respectively.
SEGMENT INFORMATION
−Removed: 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 CODM in allocating resources and in assessing performance.
−Removed: The Company has two reportable segments, Manufacturing and Distribution.
−Removed: The operating results of the operating segments are regularly reviewed by the Company’s CODM, the Chief Executive Officer, to assess the performance of the individual operating segments and to make decisions about resources to be allocated to the operating segments.
−Removed: The Company does not measure profitability at the customer end market (RV, marine, powersports, MH and industrial) level.
−Removed: The following table presents a reconciliation of segment sales and operating income to consolidated net sales and operating income:
−Removed: Third Quarter Ended Nine Months Ended
−Removed: ($ in thousands) September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023
−Removed: Segment net sales:
−Removed: Manufacturing $ 685,296 $ 659,493 $ 2,139,598 $ 2,072,599
−Removed: Distribution 239,135 226,859 747,269 671,764
−Removed: Eliminations (1)
+Added: The Company has two reportable segments, Manufacturing and Distribution, which are defined based on the way in which internally reported information is regularly reviewed and evaluated by the Company’s chief operating decision maker (the "CODM"), who is our Chairman and Chief Executive Officer, to allocate resources, evaluate financial results and make decisions.
+Added: The Company does not measure profitability at the end market (RV, marine, powersports, MH and industrial) level.
+Added: Manufacturing – This segment includes the following products:
+Added: laminated products that are utilized to produce furniture, shelving, walls, countertops and cabinet products;
+Added: cabinet doors;
+Added: fiberglass bath fixtures and tile systems;
+Added: hardwood furniture;
+Added: vinyl printing;
+Added: RV and marine furniture;
+Added: audio systems and accessories, including amplifiers, tower speakers, soundbars, and subwoofers;
+Added: decorative vinyl and paper laminated panels;
+Added: solid surface, granite, and quartz countertop fabrication;
+Added: fabricated aluminum products;
+Added: fiberglass and plastic components;
+Added: fiberglass bath fixtures and tile systems;
+Added: softwoods lumber;
+Added: custom cabinetry;
+Added: polymer-based and other flooring;
+Added: electrical systems components including instrument and dash panels;
+Added: wrapped vinyl, paper and hardwood profile mouldings;
+Added: interior passage doors;
+Added: air handling products;
+Added: slide-out trim and fascia;
+Added: thermoformed shower surrounds;
+Added: specialty bath and closet building products;
+Added: fiberglass and plastic helm systems and components products;
+Added: treated, untreated and laminated plywood;
+Added: wiring and wire harnesses;
+Added: adhesives and sealants;
+Added: boat towers, tops, trailers and frames;
+Added: marine hardware and accessories;
+Added: protective covers for boats, RVs, aircraft, and military and industrial equipment;
+Added: aluminum and plastic fuel tanks;
+Added: CNC molds and composite parts;
+Added: roofs/canopies;
+Added: wiper systems;
+Added: integrated door systems;
+Added: windshield systems;
+Added: slotwall panels and components;
+Added: fender flares and rear panels;
+Added: and other products.
+Added: Distribution – The Company distributes pre-finished wall and ceiling panels;
+Added: drywall and drywall finishing products;
+Added: electronics and audio systems components;
+Added: marine accessories and components;
+Added: wiring, electrical and plumbing products;
+Added: fiber reinforced polyester products;
+Added: cement siding;
+Added: raw and processed lumber;
+Added: interior passage doors;
+Added: roofing products;
+Added: laminate and ceramic flooring;
+Added: shower doors;
+Added: fireplaces and surrounds;
+Added: interior and exterior lighting products;
+Added: RV awnings, windows, fiberglass siding and roofing;
+Added: marine windshields;
+Added: and other miscellaneous products in addition to providing transportation and logistics services.
+Added: The CODM evaluates the performance of the Company's segments and allocates resources to them based on a variety of indicators including but not limited to net sales, gross profit and operating income.
+Added: On at least a quarterly basis, the CODM considers actual to budget variances as well as actual to prior year actual performance for both profit measures when making decisions about the allocation of operating and capital resources to each segment.
+Added: The CODM also uses segment gross profit and segment operating income to assess the performance of each segment by comparing the results of each segment with one another.
+Added: The accounting policies of the segments are the same as those described in Note 1 "Basis of Presentation and Significant Accounting Policies" included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 20, 2025.
+Added: Segment net sales data includes inter-segment sales.
+Added: The Company accounts for inter-segment sales similar to third party transactions, which reflect current market prices.
+Added: Certain income from purchase incentive agreements is not allocated to the segments and instead recorded at the corporate level.
+Added: Assets are identified to the segments except for cash, prepaid expenses, land and buildings, and certain deferred assets, which are identified with corporate.
+Added: Corporate charges rent to the segments for use of the land and buildings based upon estimated market rates.
+Added: The following tables summarize key financial information by segment:
+Added: First Quarter Ended March 30, 2025
+Added: ($ in thousands) Manufacturing Distribution Total
+Added: Total net sales $ 754,487 $ 254,086 $ 1,008,573
+Added: Cost of goods sold 585,096 192,385 777,481
+Added: Gross profit $ 169,391 $ 61,701 $ 231,092
+Added: Operating expenses 71,270 36,701 107,971
+Added: Operating income $ 98,121 $ 25,000 $ 123,121
+Added: Reconciliation of reportable segment operating income to consolidated income before income tax:
+Added: Selling, general and administrative 31,579
+Added: Amortization of intangible assets 24,461
+Added: Interest expense, net 19,112
+Added: Elimination of inter-segment profits 1,512
+Added: Consolidated income before income taxes $ 46,457
+Added: Capital expenditures $ 17,565 $ 546 $ 18,111
+Added: Depreciation and amortization $ 36,503 $ 4,572 $ 41,075
+Added: First Quarter Ended March 31, 2024
+Added: ($ in thousands) Manufacturing
+Added: Total net sales
$ 714,510 $ 238,502 $ 953,012
+Added: Cost of goods sold
+Added: 557,846 188,445 746,291
+Added: $ 156,664 $ 50,057 $ 206,721
+Added: Operating expenses
+Added: 69,214 26,337 95,551
+Added: Operating income
+Added: $ 87,450 $ 23,720 $ 111,170
+Added: Reconciliation of reportable segment operating income to consolidated income before income tax:
+Added: Selling, general and administrative
+Added: Amortization of intangible assets
+Added: Interest expense, net
+Added: Elimination of inter-segment profits
+Added: Consolidated income before income taxes
+Added: Capital expenditures $ 10,496 $ 3,584 $ 14,080
+Added: Depreciation and amortization
+Added: $ 35,417 $ 3,321 $ 38,738
+Added: A reconciliation of certain line items pertaining to the total reportable segments to the condensed consolidated financial statements in the first quarter ended March 30, 2025 and March 31, 2024 and as of March 30, 2025 and December 31, 2024 is as follows:
+Added: First Quarter Ended
+Added: ($ in thousands) March 30, 2025 March 31, 2024
+Added: Total sales for reportable segments $ 1,008,573 $ 953,012
+Added: Elimination of inter-segment sales (1)
+Added: ( 5,153 ) ( 19,520 )
Consolidated net sales $ 1,003,420 $ 933,492
−Removed: Operating income for reportable segments:
−Removed: Manufacturing $ 86,429 $ 80,777 $ 282,631 $ 263,146
−Removed: Distribution 23,400 24,026 77,278 68,172
−Removed: Unallocated corporate expenses ( 10,963 ) ( 14,221 ) ( 69,916 ) ( 69,341 )
−Removed: Amortization ( 24,449 ) ( 19,507 ) ( 71,545 ) ( 59,093 )
−Removed: Consolidated operating income $ 74,417 $ 71,075 $ 218,448 $ 202,884
−Removed: (1) Eliminations in the third quarter and nine months ended September 29, 2024 includes only the elimination of inter-segment transactions.
−Removed: Unallocated corporate expenses include corporate general and administrative expenses comprised of wages and other compensation, insurance, taxes, supplies, travel and entertainment, professional fees, acquisition-related transaction costs, amortization of inventory step-up adjustments, and other.
−Removed: The following table presents an allocation of total assets to the reportable segments of the Company and a reconciliation to consolidated total assets:
−Removed: ($ in thousands) September 29, 2024 December 31, 2023
−Removed: Manufacturing assets $ 2,467,214 $ 2,071,500
−Removed: Distribution assets 540,664 426,931
−Removed: Assets for reportable segments 3,007,878 2,498,431
+Added: Depreciation and amortization:
+Added: Depreciation and amortization for reportable segments $ 41,075 $ 38,738
+Added: Corporate depreciation and amortization 1,571 1,597
+Added: Consolidated depreciation and amortization $ 42,646 $ 40,335
+Added: Capital expenditures:
+Added: Capital expenditures for reportable segments $ 18,111 $ 14,080
+Added: Corporate capital expenditures 2,060 1,415
+Added: Consolidated capital expenditures $ 20,171 $ 15,495
+Added: (1) Eliminations for the first quarter ended March 30, 2025 include only the elimination of inter-segment transactions.
+Added: ($ in thousands) March 30, 2025 December 31, 2024
+Added: Total assets:
+Added: Manufacturing segment assets $ 2,498,348 $ 2,402,533
+Added: Distribution segment assets 547,165 524,827
Corporate assets unallocated to segments 54,703 60,033
1 unchanged sentence
Consolidated total assets $ 3,186,777 $ 3,020,954
+Added: The Company's revenue from external customers and long-lived assets are substantially all attributed to the U.S.
STOCK REPURCHASE PROGRAMS
−Removed: In December 2022, the Board authorized an increase in the amount of the Company's common stock that may be acquired over the next 24 months under the current stock repurchase program to $ 100 million, which includes $ 38.2 million remaining under the previous authorization.
−Removed: Approximately $ 77.6 million remains available for common stock repurchases under the current stock repurchase program as of September 29, 2024.
+Added: In November 2024, 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 $ 200 million, including the $ 72.9 million remaining under the previous authorization.
+Added: As of March 30, 2025, Patrick had approximately $ 191.5 million remaining in the amount of the Company's common stock that may be acquired under the current stock repurchase program.
Under the stock repurchase plan, the Company made repurchases of common stock as follows for the respective periods:
−Removed: Third Quarter Ended
−Removed: Nine Months Ended
−Removed: ($ in millions, except average price data) September 29, 2024 October 1, 2023 September 29, 2024 October 1, 2023
+Added: First Quarter Ended
+Added: ($ in millions, except average price data) March 30, 2025 March 31, 2024
Shares repurchased 99,763 —
14 unchanged sentences
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.
−Removed: SUBSEQUENT EVENTS
−Removed: 2024 Credit Facility
−Removed: On October 24, 2024, the Company entered into the Fifth Amended and Restated Credit Agreement dated October 24, 2024 (the “2024 Credit Agreement”), under which the 2021 Credit Facility was increased to $ 1.0 billion from $ 925.0 million and the maturity date was extended to October 24, 2029 from August 20, 2027.
−Removed: The credit facility under the 2024 Credit Agreement (the "2024 Credit Facility") is comprised of an $ 875.0 million revolving credit facility (the "Revolver due 2029") and a $ 125.0 million term loan (the "Term Loan due 2029").
−Removed: Under the terms of the 2024 Credit Agreement, the covenant requiring the Company to have a consolidated fixed charge coverage ratio of not more than 1.5 to 1.0 was replaced with a covenant requiring the Company to have an interest coverage ratio (the ratio of Consolidated EBITDA to Consolidated Interest Expense, as defined in the 2024 Credit Agreement) of not less than 3.0 to 1.0 tested on a quarterly basis.
−Removed: 6.375 % Senior Notes due 2032
−Removed: On October 22, 2024, the Company issued $ 500.0 million in aggregate principal amount of 6.375 % senior notes due November 1, 2032 (the “ 6.375 % Senior Notes”) in a transaction pursuant to Rule 144A under the Securities Act.
−Removed: The proceeds from the issuance were utilized to redeem all of the Company's $ 300.0 million aggregate principal amount of 7.50 % Senior Notes due 2027 (the “ 7.50 % Senior Notes”) on November 7, 2024, to repay a portion of the Company’s borrowings under its existing senior secured credit facility and pay fees and expenses in connection with the foregoing.
−Removed: Interest on the 6.375 % Senior Notes is payable semi-annually on May 1 and November 1 of each year to holders of record at the close of business on April 15 and October 15 immediately preceding the interest payment date.
−Removed: 7.50 % Senior Notes due 2027
−Removed: On November 7, 2024, the Company redeemed all of its outstanding $ 300.0 million aggregate principal amount of its 7.50 % Senior Notes.
−Removed: 1.75 % Convertible Notes due 2028
−Removed: On September 30, 2024, subsequent to the end of the Company’s fiscal third quarter of 2024, the conversion feature of the 1.75 % Convertible Senior Notes due 2028 (the “ 1.75 % Convertible Notes”) was triggered as the last reported price of our common stock was more than or equal to 130 % of the conversion price (or $ 128.66 ) for at least 20 trading days in the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter ended September 30, 2024.
−Removed: Therefore, the 1.75 % Convertible Notes are convertible, in whole or in part, at the option of the holders from October 1, 2024 to December 31, 2024.
−Removed: Whether the 1.75 % Convertible Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition in the future.
−Removed: We had not received any conversion notices from the triggering date of the conversion feature through the issuance date of our unaudited Condensed Consolidated Financial Statements of November 7, 2024.
−Removed: The Company has the intent and ability to utilize available borrowing capacity under the Revolver due 2029 to satisfy any cash conversion obligations that it may have, should holders choose to exercise their conversion rights during the period noted above.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.