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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-06 · 101 added, 189 removed, 94 unchanged (76% of the section changed)

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OVERVIEW OF MARKETS AND RELATED INDUSTRY PERFORMANCE

Third Quarter and First Nine Months of 2025 Financial Overview

Three Months Ended March 29, 2026 Financial Overview

Recreational Vehicle ("RV") Industry

The Company’s RV products are sold primarily to major manufacturers of RVs, smaller original equipment manufacturers ("OEMs"), and to a lesser extent, manufacturers in adjacent industries.

The RV industry is the Company's primary market, and the Company’s RV products are sold primarily to major manufacturers of RVs, smaller original equipment manufacturers ("OEMs"), and to a lesser extent, manufacturers in adjacent industries.

The principal types of recreational vehicles include (1) towables:

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class A (large motor homes), class B (van campers), and class C (small-to-mid size motor homes).

The RV industry is our primary market and comprised 44% and 46% of the Company's net sales in the third quarter and nine months ended September 28, 2025, respectively, and 43% and 44% in the third quarter and nine months ended September 29, 2024.

Net sales to the RV industry in the third quarter and nine months ended September 28, 2025 increased 7% and 9%, respectively, compared to the prior year periods.

According to the RV Industry Association ("RVIA"), RV wholesale unit shipments in the third quarter of 2025 totaled approximately 76,500 units, a decrease of 2% from approximately 77,800 units in the third quarter of 2024.

While we estimate RV industry retail unit sales in the third quarter of 2025 remained flat compared to the third quarter of 2024, we estimate that retail unit sales exceeded wholesale unit shipments in the third quarter of 2025 as RV OEMs maintained lower production volumes.

RV wholesale unit shipments for the first nine months of 2025 totaled approximately 267,200 units, an increase of 4% from approximately 256,400 units in the first nine months of 2024.

While we estimate RV industry retail unit sales in the first nine months of 2025 decreased by approximately 1% compared to the first nine months of 2024, we estimate that retail unit sales exceeded wholesale unit shipments which resulted in improved alignment of dealer inventory levels with current retail demand.

For the three months ended March 29, 2026 and March 30, 2025, net sales to the RV industry were 45% and 48% of the Company's net sales, respectively.

Net sales to the RV industry decreased 7% for the three months ended March 29, 2026 compared to the prior year period.

According to the RV Industry Association ("RVIA"), RV wholesale unit shipments for the three months ended March 29, 2026 totaled approximately 86,100 units, a decrease of 12% compared to approximately 97,800 units for the three months ended March 30, 2025.

We estimate that RV industry retail unit sales decreased 13% for the three months ended March 29, 2026 compared to the prior year period.

Wholesale unit shipments exceeded retail unit sales during the period, reflecting lower retail demand and a modest increase in dealer inventory levels.

Marine Industry

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fiberglass, aluminum fishing, pontoon and ski & wake.

Net sales to the marine industry comprised 15% of the Company's net sales in both the third quarter and nine months ended September 28, 2025 and 15% and 16% in the third quarter and nine months ended September 29, 2024, respectively.

Net sales to the marine industry in the third quarter and nine months ended September 28, 2025 increased 11% and 2%, respectively, compared to the prior year periods.

For the three months ended March 29, 2026 and March 30, 2025, net sales to the marine industry were 17% and 15% of the Company's net sales, respectively.

Net sales to the marine industry increased 14% for the three months ended March 29, 2026 compared to the prior year period.

Our marine revenue is generally correlated to marine industry wholesale powerboat unit shipments.

According to Company estimates based on data published by the National Marine Manufacturers Association ("NMMA"), wholesale powerboat unit shipments remained flat in the third quarter of 2025 compared to the third quarter of 2024 and decreased 4% in the first nine months of 2025 compared to the prior year period.

We estimate that marine industry retail powerboat unit sales decreased 6% and 8% in the third quarter and first nine months of 2025, respectively, compared to the prior year periods, primarily due to the current macroeconomic environment faced by the end consumer, such as economic uncertainty and elevated interest rates.

According to Company estimates based on data published by the National Marine Manufacturers Association ("NMMA"), wholesale powerboat unit shipments decreased 7% for the three months ended March 29, 2026 compared to the three months ended March 30, 2025.

We estimate that marine industry retail powerboat unit sales decreased 7% for the three months ended March 29, 2026 compared to the prior year period.

Wholesale unit shipments exceeded retail unit sales during the period, reflecting lower retail demand and a modest increase in dealer inventory levels.

Powersports Industry

Through acquisitions completed in recent years, the Company entered the powersports end market.

Powersports is a category of motorsports which includes vehicles such as motorcycles, all-terrain vehicles ("ATVs"), side-by-sides, snowmobiles, scooters, golf carts and other personal transportation vehicles, and other related categories.

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OEMs and dealers are actively managing field inventory levels to align dealer inventories with retail demand.

Net sales to the powersports industry comprised 10% and 9% of the Company's net sales in the third quarter and nine months ended September 28, 2025, respectively, and 10% and 9% in the third quarter and nine months ended September 29, 2024, respectively.

Net sales to the powersports industry increased 12% in the third quarter of 2025 and remained flat for the nine months ended September 28, 2025 compared to the prior year periods.

For the three months ended March 29, 2026 and March 30, 2025, net sales to the powersports industry were 10% and 8% of the Company's net sales, respectively.

Net sales to the powersports industry increased 28% for the three months ended March 29, 2026 compared to the prior year period.

Manufactured Housing ("MH") Industry

The Company’s products for this market are sold primarily to major manufacturers of manufactured homes, other OEMs, and to a lesser extent, manufacturers in adjacent industries.

Factors that may favorably impact demand in this industry include jobs growth, consumer confidence, favorable changes in financing regulations, a narrowing in the difference between interest rates on MH loans and mortgages on traditional residential "site-built" housing, and any improvement in conditions in the asset-backed securities markets for manufactured housing loans.

Net sales to the MH industry comprised 18% and 17% of the Company's net sales in the third quarter and nine months ended September 28, 2025, respectively, and 19% and 18% in the third quarter and nine months ended September 29, 2024, respectively.

Net sales to the MH industry in the third quarter and nine months ended September 28, 2025 decreased 2% and increased 4%, respectively, compared to the prior year periods.

According to Company estimates based on industry data from the Manufactured Housing Institute, MH industry wholesale unit shipments decreased 2% in the third quarter compared to the prior year quarter, primarily driven by the timing of OEMs production schedules and dealer orders following elevated shipment activity earlier in the year, as well as disciplined dealer inventory management.

MH industry wholesale unit shipments increased 3% in the first nine months of 2025 compared to the prior year period, primarily driven by OEMs increasing production in the first half of 2025.

Factors that may favorably impact demand in this industry include jobs growth, consumer confidence, favorable changes in financing regulations, a narrowing in the difference

between interest rates on MH loans and mortgages on traditional residential "site-built" housing, and any improvement in conditions in the asset-backed securities markets for manufactured housing loans.

For the three months ended March 29, 2026 and March 30, 2025, net sales to the MH industry were 16% and 17% of the Company's net sales, respectively.

Net sales to the MH industry decreased 11% for the three months ended March 29, 2026 compared to the prior year period.

According to Company estimates based on industry data from the Manufactured Housing Institute, MH industry wholesale unit shipments decreased 11% for the three months ended March 29, 2026 compared to the prior year period.

Industrial Market

The industrial market is comprised primarily of kitchen cabinet, countertop, hospitality, retail and commercial fixtures, and office and household furniture markets and regional distributors.

Net sales to the industrial market comprised 13% of the Company's net sales in both the third quarter and nine months ended September 28, 2025 and in both the third quarter and nine months ended September 29, 2024.

Net sales to the industrial market in the third quarter and nine months ended September 28, 2025 increased 4% and 3%, respectively, compared to the prior year periods.

Overall, our revenues in these markets are focused on residential and multifamily housing, hospitality, high-rise housing and office, commercial construction and institutional furniture markets.

We estimate that, in general, approximately 70% to 80% of our industrial business is directly tied to the residential housing market, with the remaining 20% to 30% tied to the non-residential and commercial markets.

The industrial market is comprised primarily of U.S.

residential housing market and non-housing market categories and includes kitchen cabinet, countertop, hospitality, retail and commercial fixtures, and office and household furniture markets and regional distributors.

For the three months ended March 29, 2026 and March 30, 2025, net sales to the industrial market were 12% of the Company's net sales in both periods.

Net sales to the industrial market increased 1% for the three months ended March 29, 2026 compared to the prior year period.

According to the Company estimates based on U.S.

Census Bureau data, combined new housing starts decreased 2% in the third quarter of 2025 compared to the prior year quarter, reflecting a decrease in single-family housing starts of 5%, offset by an increase in multifamily housing starts of 7%.

For the first nine months of 2025, combined new housing starts decreased 1% compared to the prior year period, reflecting a decrease in single-family housing starts of 5%, offset by an increase in multifamily housing starts of 14%.

Our industrial products are generally among the last components installed in new unit construction and as such our related sales typically trail new housing starts by four to six months.

Census Bureau data, combined new housing starts increased 1% for the three months ended March 29, 2026 compared to the prior year period, reflecting an increase in multifamily housing starts of 19%, partially offset by a decrease in single-family housing starts of 6%.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Ended September 28, 2025 Compared to 2024

Three Months Ended March 29, 2026 Compared to the Three Months Ended March 30, 2025

The following table sets forth the percentage relationship to net sales of certain items on the Company’s Condensed Consolidated Statements of Income.

Third Quarter Ended

Amount Change % Change

($ in thousands) September 28, 2025 September 29, 2024

Net sales $ 975,631 100.0 % $ 919,444 100.0 % $ 56,187 6 %

Cost of goods sold 754,667 77.4 % 706,930 76.9 % 47,737 7 %

Gross profit 220,964 22.6 % 212,514 23.1 % 8,450 4 %

Warehouse and delivery expenses 44,449 4.6 % 37,865 4.1 % 6,584 17 %

Selling, general and administrative expenses 86,022 8.8 % 75,783 8.2 % 10,239 14 %

Amortization of intangible assets 24,200 2.5 % 24,449 2.7 % (249) (1) %

Operating income 66,293 6.8 % 74,417 8.1 % (8,124) (11) %

Interest expense, net 18,451 1.9 % 20,050 2.2 % (1,599) (8) %

Income taxes 12,539 1.3 % 13,501 1.5 % (962) (7) %

Net income $ 35,303 3.6 % $ 40,866 4.4 % $ (5,563) (14) %

Nine Months Ended

Three Months Ended

Amount Change % Change

($ in thousands) September 28, 2025 September 29, 2024

($ in thousands) March 29, 2026 March 30, 2025

Net sales $ 997,172 100.0 % $ 1,003,420 100.0 % $ (6,248) (1) %

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Interest expense, net 18,388 1.8 % 19,112 1.9 % (724) (4) %

Other expenses 24,420 0.8 % — — % 24,420 N/A

Income taxes 6,854 0.7 % 8,219 0.8 % (1,365) (17) %

Net income $ 39,480 4.0 % $ 38,238 3.8 % $ 1,242 3 %

Net sales in the third quarter of 2025 increased $56.2 million, or 6%, to $975.6 million compared to $919.4 million in the third quarter of 2024.

Net sales in the third quarter of 2025 increased due to increased sales to the RV, marine, powersports and industrial markets, partially offset by decreased sales to the MH market.

Sales to the RV market increased $29.0 million, or 7%, compared to the prior year quarter, primarily attributable to the Company's acquisition of ICON Direct LLC, doing business as RecPro ("RecPro") in the third quarter of 2024.

Sales to the marine market increased $14.5 million, or 11%, primarily attributable to acquisitions completed in the first nine months of 2025.

Sales to the powersports market increased $10.4 million, or 12%, compared to the prior year quarter, primarily related to higher OEM production volumes in alignment with retail demand.

Sales to the industrial market increased $5.0 million, or 4%, compared to the prior year quarter, which is attributable to market share gains and product mix shifts by certain customers.

Sales to the MH market decreased $2.7 million, or 2%, compared to the prior year quarter, primarily due to a decrease in estimated MH industry wholesale unit shipments of approximately 2%.

Net sales in the first nine months of 2025 increased $157.0 million, or 5%, to $3.03 billion compared to $2.87 billion in the first nine months of 2024.

Net sales in the first nine months of 2025 increased due to increased sales to each of our markets.

Sales to the RV market increased $116.5 million, or 9%, compared to the first nine months of 2024, due to the Company's acquisition of RecPro in the third quarter of 2024, industry volume growth and market share gain.

Sales to the MH market increased $22.2 million, or 4%, compared to the first nine months of 2024, primarily due to an increase in estimated MH industry wholesale unit shipments of approximately 3%.

Sales to the industrial market increased $10.1 million, or 3%, compared to the first nine months of 2024, primarily related to product mix shifts by certain customers.

Sales to the marine market increased $7.0 million, or 2%, compared to the first nine months of 2024, primarily attributable to acquisitions completed in the first nine months of 2025.

Sales to the powersports market increased $1.2 million and flat compared to the first nine months of 2024, primarily related to higher OEM production volumes in alignment with retail demand.

Revenue attributable to acquisitions completed in the first nine months of 2025 was $11.0 million and $24.2 million in the third quarter and first nine months of 2025, respectively.

Revenue attributable to acquisitions completed in the first nine months of 2024 was $78.6 million and $216.4 million in the third quarter and first nine months of 2024, respectively.

Net sales decreased $6.2 million, or 1%, to $997.2 million for the three months ended March 29, 2026 compared to $1.00 billion for the three months ended March 30, 2025.

The decrease was driven by lower sales to the RV and MH markets, partially offset by increased sales to the powersports, marine and industrial markets.

Sales to the RV market decreased $32.4 million, or 7%, compared to the prior year period, primarily due to a decrease in estimated wholesale unit shipments of approximately 12%.

Sales to the MH market decreased $18.7 million, or 11%, compared to the prior year period, primarily due to a decrease in estimated MH industry wholesale unit shipments of approximately 11%.

Sales to the powersports market increased $22.7 million, or 28%, compared to the prior year period, primarily reflecting higher attachment rates on premium utility vehicles compared to the prior year period.

Sales to the marine market increased $20.8 million, or 14%, primarily attributable to incremental sales from acquisitions completed in the prior year.

Sales to the industrial market increased $1.3 million, or 1%, compared to the prior year period, which is attributable to market share gains and product mix shifts by certain customers.

Revenue in the three months ended March 29, 2026 attributable to acquisitions completed during such period was immaterial.

Revenue in the three months ended March 30, 2025 attributable to acquisitions completed during such period was $4.3 million.

Cost of Goods Sold.

Cost of goods sold increased $47.7 million, or 7%, to $754.7 million in the third quarter of 2025 compared to $706.9 million in the third quarter of 2024.

As a percentage of net sales, cost of goods sold increased 50 basis points in the third quarter of 2025 to 77.4% compared to 76.9% in the third quarter of 2024.

Cost of goods sold as a percentage of net sales increased in the third quarter of 2025 primarily as a result of an increase in material costs of 110 basis points, partially offset by decreases in labor and manufacturing overhead costs of 40 and 20 basis points, respectively.

Cost of goods sold increased $105.5 million, or 5%, to $2.33 billion in the first nine months of 2025 from $2.22 billion in the first nine months of 2024.

As a percentage of net sales, cost of goods sold decreased 50 basis points in the first nine months of 2025 to 76.9% compared to 77.4% in the first nine months of 2024.

Cost of goods sold as a percentage of net sales decreased in the first nine months of 2025 primarily as a result of continued cost reduction and automation initiatives we deployed throughout 2024 and into 2025 that had a positive impact on labor and overhead costs.

The decrease in cost of goods sold as a percentage of net sales in the first nine months of 2025 primarily reflected a 50 basis point decrease in labor costs.

In general, the Company's cost of goods sold percentage can be impacted from quarter-to-quarter by demand changes in certain market sectors that can result in fluctuating costs of certain raw materials and commodity-based components that are utilized in production.

Cost of goods sold decreased $4.5 million, or 1%, to $770.3 million for the three months ended March 29, 2026 compared to $774.8 million for the three months ended March 30, 2025.

As a percentage of net sales, cost of goods sold remained flat at 77.2% for both periods.

Gross Profit.

Gross profit increased $8.5 million, or 4%, to $221.0 million in the third quarter of 2025 compared to $212.5 million in the prior year period.

As a percentage of net sales, gross profit decreased 50 basis points to 22.6% in the third quarter of 2025 compared to 23.1% in the prior year period.

Gross profit increased $51.5 million, or 8%, to $700.2 million in the first nine months of 2025 compared to $648.7 million in the prior year period.

As a percentage of net sales, gross profit increased 50 basis points to 23.1% in the first nine months of 2025 compared to 22.6% in the prior year period.

The change in gross profit as a percentage of net sales in the third quarter and first nine months of 2025 compared to the same periods in 2024 reflects the impact of the factors discussed above under "Cost of Goods Sold".

Gross profit decreased $1.7 million, or 1%, to $226.9 million for the three months ended March 29, 2026 compared to $228.6 million for the three months ended March 30, 2025.

As a percentage of net sales, gross profit remained flat at 22.8% for both periods.

Warehouse and Delivery Expenses .

Warehouse and delivery expenses increased $6.6 million, or 17%, to $44.4 million in the third quarter of 2025 compared to $37.9 million in the third quarter of 2024.

As a percentage of net sales, warehouse and delivery expenses increased 50 basis points to 4.6% in third quarter of 2025 compared to 4.1% the third quarter of 2024.

Warehouse and delivery expenses increased $21.1 million, or 18%, to $135.1 million in the first nine months of 2025 compared to $114.1 million in the prior year period.

As a percentage of net sales, warehouse and delivery expenses increased 50 basis points to 4.5% in the first nine months of 2025 compared to 4.0% in the first nine months of 2024.

The increase in warehouse and delivery expenses in the third quarter and first nine months of 2025 compared to the same periods in 2024 is primarily attributable to the increase in sales, and the increase as a percentage of net sales is primarily related to higher freight costs.

Warehouse and delivery expenses increased $0.5 million, or 1%, to $45.0 million for the three months ended March 29, 2026 compared to $44.6 million for the three months ended March 30, 2025.

As a percentage of net sales, warehouse and delivery expenses increased 10 basis points to 4.5% for the three months ended March 29, 2026 compared to 4.4% for the three months ended March 30, 2025.

The increase in warehouse and delivery expenses and increase as a percentage of net sales for the three months ended March 29, 2026 compared to the same period in 2025 is primarily related to higher freight costs.

Selling, General and Administrative ("SG&A") Expenses .

SG&A expenses increased $10.2 million, or 14%, to $86.0 million in the third quarter of 2025 compared to $75.8 million in the prior year quarter.

The increase in SG&A expenses in the third quarter of 2025 compared to the prior year quarter is primarily related to increased incentive compensation and wages.

As a percentage of net sales, SG&A expenses increased 60 basis points to 8.8% in the third quarter of 2025 compared to 8.2% in the third quarter of 2024.

The increase in SG&A expenses as a percentage of net sales in the third quarter of 2025 is primarily attributable to increased incentive compensation expense as a percentage of net sales, partially offset by decreased administrative expenses as a percentage of net sales.

SG&A expenses increased $28.5 million, or 12%, to $273.2 million in the first nine months of 2025 compared to $244.6 million in the prior year period.

The increase in SG&A expenses in the first nine months of 2025 compared to 2024 is primarily attributable to the cost profile of certain 2024 acquisitions, increased wages, incentive compensation expenses, insurance expenses, technology expenses, loss on sale of assets, and selling expenses, partially offset by decreased professional fees and administrative expenses.

As a percentage of net sales, SG&A expenses increased 50 basis points to 9.0% in the first nine months of 2025 compared to 8.5% in the prior year period.

The increase in SG&A expenses as a percentage of net sales in the first nine months of 2025 is primarily attributable to increased selling expenses, insurance expenses, wages, loss on sale of assets, technology expenses, and incentive compensation.

SG&A expenses decreased $0.8 million, or 1%, to $93.1 million for the three months ended March 29, 2026 compared to $93.9 million for the three months ended March 30, 2025.

The decrease in SG&A expenses for the three months ended March 29, 2026 compared to the prior year period is primarily related to a decreased loss on sale of assets and decreased wages and insurance expense, partially offset by increased professional fees and incentive compensation.

As a percentage of net sales, SG&A expenses decreased 10 basis points to 9.3% for the three months ended March 29, 2026 compared to 9.4% for the three months ended March 30, 2025 reflecting the expense changes above.

Amortization of Intangible Assets.

Amortization of intangible assets decreased $0.2 million, or 1%, to $24.2 million in the third quarter of 2025 compared to $24.4 million in the prior year quarter.

Amortization of intangible assets increased $1.8 million, or 3%, to $73.3 million in the first nine months of 2025 compared to $71.5 million in the prior year period.

The increase in the first nine months of 2025 compared to the comparable prior year period primarily reflects the impact of the RecPro acquisition as well as other acquisitions completed in 2025 and 2024.

Amortization of intangible assets decreased $0.5 million, or 2%, to $24.0 million for the three months ended March 29, 2026 compared to $24.5 million for the three months ended March 30, 2025.

The decrease in amortization expense for the three months ended March 29, 2026 compared to the comparable prior year period primarily reflects certain intangible assets that were fully amortized in the prior year.

Operating Income.

Operating income decreased $8.1 million, or 11%, to $66.3 million in the third quarter of 2025 compared to $74.4 million in the third quarter of 2024.

As a percentage of net sales, operating income decreased to 6.8% in the third quarter of 2025 compared to 8.1% in the third quarter of 2024.

The decrease in operating income and operating income as a percentage of net sales is primarily attributable to the items discussed above.

Operating income increased $0.1 million to $218.6 million in the first nine months of 2025 compared to $218.4 million in the prior year period.

Operating income as a percentage of net sales decreased to 7.2% in the first nine months of 2025 compared to 7.6% in the first nine months of 2024.

The increase in operating income is primarily attributable to increased net sales, partially offset by an increase in operating expenses and the items discussed above.

The increase in operating income and the decrease in operating income as a percentage of net sales are primarily attributable to the items discussed above.

Operating income decreased $0.8 million, or 1%, to $64.7 million for the three months ended March 29, 2026 compared to $65.6 million for the three months ended March 30, 2025.

As a percentage of net sales, operating income remained flat at 6.5% for both periods.

The decrease in operating income is primarily attributable to the items discussed above.

Interest Expense, Net.

Interest expense decreased $1.6 million, or 8%, to $18.5 million in the third quarter of 2025 compared to $20.1 million in the prior year quarter.

Interest expense decreased $4.1 million, or 7%, to $56.4 million in the first nine months of 2025 compared to $60.5 million in the first nine months of 2024.

The decrease primarily reflects a lower average interest rate on our outstanding debt compared to the prior year periods.

Other Expenses.

Other expenses were $24.4 million in the first nine months of 2025 compared to zero in the prior year period, reflecting expenses related to a legal settlement.

Interest expense decreased $0.7 million, or 4%, to $18.4 million for the three months ended March 29, 2026 compared to $19.1 million for the three months ended March 30, 2025.

The decrease primarily reflects a lower average interest rate on our outstanding debt compared to the prior year period.

Income Taxes.

Income tax expense decreased $1.0 million in the third quarter of 2025 to $12.5 million compared to $13.5 million in the prior year quarter.

Income tax expense decreased $2.4 million in the first nine months of 2025 to $31.8 million compared to $34.1 million in the prior year period.

The effective tax rate was 26.2% and 23.1% in the third quarter and first nine months of 2025, respectively, and 24.8% and 21.6% in the third quarter and first nine months of 2024, respectively.

The decrease in income tax expense in the third quarter and the first nine months of 2025 compared to the same periods in 2024 is primarily related to the decrease in income before taxes and decreased excess tax benefits on share-based compensation.

Income tax expense decreased $1.4 million for the three months ended March 29, 2026, to $6.9 million, compared to $8.2 million for the three months ended March 30, 2025.

The effective tax rate was 14.8% and 17.7% for the three months ended March 29, 2026 and March 30, 2025, respectively.

The decrease in income tax expense for the three months ended March 29, 2026 compared to the three months ended March 30, 2025 primarily reflects higher excess tax benefits related to share-based compensation and lower income before income taxes.

SEGMENT REPORTING

The Company's reportable segments, Manufacturing and Distribution, are based on its method of internal reporting.

The Company regularly evaluates the performance of the Manufacturing and Distribution segments and allocates resources to them based on a variety of indicators including sales and operating income.

The Company regularly evaluates the performance of the Manufacturing and Distribution segments and allocates resources to them based on a variety of indicators including sales, gross profit and operating income.

The Company does not measure profitability at the customer end market (RV, marine, powersports, MH and industrial) level.

Third Quarter and Nine Months Ended September 28, 2025 Compared to 2024

Three Months Ended March 29, 2026 Compared to the Three Months Ended March 30, 2025

In the discussion that follows, sales attributable to the Company’s reportable segments include inter-segment sales and gross profit includes the impact of inter-segment operating activity.

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A reconciliation of consolidated net sales and operating income is presented in Note 11 "Segment Information" of the Notes to Condensed Consolidated Financial Statements.

Third Quarter Ended Amount Change % Change

($ in thousands) September 28, 2025 September 29, 2024

Manufacturing $ 722,826 $ 685,296 $ 37,530 5%

Distribution $ 259,037 $ 239,135 $ 19,902 8%

Manufacturing $ 158,785 $ 153,793 $ 4,992 3%

Distribution $ 59,767 $ 53,230 $ 6,537 12%

Operating Income

Manufacturing $ 84,405 $ 86,429 $ (2,024) (2)%

Distribution $ 23,183 $ 23,400 $ (217) (1)%

Nine Months Ended Amount Change % Change

($ in thousands) September 28, 2025 September 29, 2024

Three Months Ended Amount Change % Change

($ in thousands) March 29, 2026 March 30, 2025

Manufacturing $ 780,018 $ 754,487 $ 25,531 3%

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Manufacturing

Manufacturing segment sales increased $37.5 million, or 5%, to $722.8 million in the third quarter of 2025 compared to $685.3 million in the prior year quarter.

For the first nine months of 2025, sales increased $114.2 million, or 5%, to $2.25 billion compared to $2.14 billion in the prior year period.

The manufacturing segment accounted for approximately 74% of the Company’s sales for both the third quarter and first nine months of 2025 and for both the third quarter and first nine months 2024.

Manufacturing segment sales in the third quarter of 2025 compared to the prior year quarter increased due to increased sales to the RV, marine, powersports and industrial markets, partially offset by decreased sales to the MH market.

Sales to the RV market increased 6%, primarily attributable to market share gains.

Sales to the marine market increased 12%, primarily attributable to acquisitions completed in the first nine months of 2025.

Sales to the powersports market increased 11% compared to the prior year quarter.

Sales to the industrial market increased 4% compared to the prior year quarter.

Sales to the MH market decreased 5% compared to the prior year quarter, primarily due to a decrease in estimated MH industry wholesale unit shipments of approximately 2%.

Manufacturing segment sales in the first nine months of 2025 compared to the same prior year period increased due to increased sales to the RV, industrial, MH and marine markets, partially offset by decreased sales to the powersports market.

Sales to the RV market increased 11% compared to the first nine months of 2024, primarily attributable to an increase in estimated wholesale units shipments of 4% and market share gains compared to the first nine months of 2024.

Sales to the industrial market increased 2% compared to the first nine months of 2024.

Sales to the MH market increased

3% compared to the first nine months of 2024, primarily due to an increase in estimated MH industry wholesale unit shipments of approximately 3% and market share gains.

Sales to the marine market increased 2% compared to the first nine months of 2024, primarily attributable to acquisitions completed in 2024 and 2025.

Sales to the powersports market decreased 1% compared to the first nine months of 2024, primarily related to lower OEM production volumes.

Manufacturing segment sales attributable to acquisitions completed in the first nine months of 2025 were $11.0 million and $24.2 million in the third quarter and first nine months of 2025, respectively.

Manufacturing segment sales attributable to acquisitions completed in the first nine months of 2024 were $73.9 million and $211.7 million in the third quarter and first nine months of 2024, respectively.

Manufacturing segment sales increased $25.5 million, or 3%, to $780.0 million for the three months ended March 29, 2026 compared to $754.5 million for the three months ended March 30, 2025.

The manufacturing segment accounted for approximately 78% and 75% of the Company’s sales for the three months ended March 29, 2026 and March 30, 2025, respectively.

Manufacturing segment sales increased due to higher sales to the powersports, marine and industrial markets, partially offset by decreased sales to the RV and MH markets.

Sales to the powersports market increased $21.3 million, or 28%, compared to the prior year period, primarily reflecting higher attachment rates on premium utility vehicles compared to the prior year period.

Sales to the marine market increased $21.1 million, or 15%, compared to the prior year period, primarily reflecting the impact of acquisitions completed in the prior year.

Sales to the industrial market increased $2.1 million, or 2%, compared to the prior year period.

Sales to the RV market decreased $14.2 million, or 4%, compared to the prior year period, primarily due to a decrease in estimated RV industry wholesale unit shipments of approximately

Sales to the MH market decreased $5.0 million, or 7%, compared to the prior year period, primarily due to a decrease in estimated MH industry wholesale unit shipments of approximately 11%.

Manufacturing segment sales in the three months ended March 29, 2026 attributable to acquisitions completed during such period were immaterial.

Manufacturing segment sales in the three months ended March 30, 2025 attributable to acquisitions completed during such period were $4.3 million.

Gross Profit .

Manufacturing segment gross profit increased $5.0 million, or 3%, to $158.8 million in the third quarter of 2025 compared to $153.8 million in the third quarter of 2024.

As a percentage of sales, gross profit decreased 40 basis points to 22.0% in the third quarter of 2025 compared to 22.4% in the prior year quarter.

The decrease in gross profit as a percentage of sales in the third quarter of 2025 compared to the same period in 2024 is attributable to increased material costs as a percentage of sales, partially offset by decreased manufacturing overhead costs as a percentage of sales.

Manufacturing segment gross profit increased $18.8 million, or 4%, to $507.5 million in the first nine months of 2025 compared to $488.7 million in the first nine months of 2024.

As a percentage of sales, gross profit decreased 30 basis points to 22.5% in the first nine months of 2025 compared to 22.8% in the prior year period.

The decrease in gross profit as a percentage of sales in the first nine months of 2025 compared to the same period in 2024 is attributable to increased material costs as a percentage of sales, partially offset by decreased labor and overhead costs as a percentage of sales.

Manufacturing segment gross profit increased $1.5 million, or 1%, to $170.9 million for the three months ended March 29, 2026 compared to $169.4 million for the three months ended March 30, 2025.

As a percentage of sales, gross profit decreased 60 basis points to 21.9% for the three months ended March 29, 2026 compared to 22.5% for the three months ended March 30, 2025.

The decrease in gross profit as a percentage of sales for the three months ended March 29, 2026 compared to the prior year period is attributable to increased labor and manufacturing overhead costs as a percentage of sales, partially offset by decreased material costs as a percentage of sales.

Operating Income.

Operating income decreased $2.0 million, or 2%, to $84.4 million in the third quarter of 2025 compared to $86.4 million in the prior year quarter.

As a percentage of sales, operating income decreased 90 basis points to 11.7% in the third quarter of 2025 compared to 12.6% in the prior year period.

Operating income decreased $3.3 million, or 3%, to $94.8 million for the three months ended March 29, 2026 compared to $98.1 million for the three months ended March 30, 2025.

As a percentage of sales, operating income decreased 80 basis points to 12.2% for the three months ended March 29, 2026 compared to 13.0% for the three months ended March 30, 2025.

The decrease in operating income and operating income as a percentage of sales is primarily related to the items discussed above combined with an increase in operating expenses and operating expenses as a percentage of sales.

Operating income increased $3.0 million, or 1%, to $285.6 million in the first nine months of 2025 compared to $282.6 million in the prior year period.

As a percentage of sales, operating income decreased 50 basis points to 12.7% in the first nine months of 2025 compared to 13.2% in the prior year period.

The increase in operating income is primarily attributable to increased sales, partially offset by an increase in operating expenses.

The decrease in operating income as a percentage of sales is primarily related to the items discussed above combined with an increase in operating expenses.

Distribution segment sales increased $19.9 million, or 8%, to $259.0 million in the third quarter of 2025 compared to $239.1 million in the prior year quarter.

For the first nine months of 2025, sales increased $43.3 million, or 6%, to $790.6 million compared to $747.3 million in the prior year period.

The distribution segment accounted for approximately 26% of the Company’s sales for both the third quarter and first nine months of 2025 and for both the third quarter and first nine months of 2024.

Distribution segment sales in the third quarter of 2025 compared to the third quarter of 2024 increased due to increased sales to the RV, powersports, MH, and industrial markets, partially offset by decreased sales to the marine market.

Sales to the RV market increased 9% compared to the prior year quarter, primarily attributable to market share gains and acquisitions completed in 2024.

Sales to the powersports market increased $1.0 million, or 33%, compared to the prior year quarter, primarily attributable to market share gains.

Sales to the MH market increased $0.8 million, or 1%, compared to the prior year quarter.

Sales to the industrial market increased $0.5 million, or 5%, compared to the prior year quarter.

Sales to the marine market decreased $0.6 million, or 6%, compared to the prior year quarter.

Distribution segment sales in the first nine months of 2025 compared to the first nine months of 2024 increased due to increased sales to the RV, MH, powersports and industrial markets, partially offset by decreased sales to the marine market.

Sales to the RV market increased 6% compared to the first nine months of 2024, due to industry wholesale unit shipment growth of 4%, market share gains and acquisitions completed in 2024.

Sales to the MH market increased 5% compared to the first nine months of 2024, primarily due to an increase in estimated MH industry wholesale unit

shipments of approximately 3%.

Sales to the powersports market increased $3.1 million, or 34%, compared to the first nine months of 2024, primarily attributable to market share gains and acquisitions completed in 2024.

Sales to the industrial market increased $2.5 million, or 9%, compared to the first nine months of 2024.

Sales to the marine market decreased $0.4 million, or 1%, compared to the first nine months of 2024.

Distribution segment sales attributable to acquisitions completed in the first nine months of 2024 were approximately $4.7 million in both the third quarter and first nine months of 2024.

Distribution segment sales decreased $31.5 million, or 12%, to $222.6 million for the three months ended March 29, 2026 compared to $254.1 million for the three months ended March 30, 2025.

The distribution segment accounted for approximately 22% and 25% of the Company’s sales for the three months ended March 29, 2026 and March 30, 2025, respectively.

Distribution segment sales decreased due to lower sales to the RV, MH, industrial, and marine markets, partially offset by increased sales to the powersports market.

Sales to the RV market decreased $18.2 million, or 14%, compared to the prior year period, primarily attributable to a decrease in estimated RV industry wholesale unit shipments of approximately 12%.

Sales to the MH market decreased $13.7 million, or 14%, compared to the prior year period, primarily due to a decrease in estimated MH industry wholesale unit shipments of approximately 11%.

Sales to the industrial market decreased $0.8 million, or 8%, compared to the prior year period.

Sales to the marine market decreased $0.2 million, or 2%, compared to the prior year period.

Sales to the powersports market increased $1.4 million, or 37%, compared to the prior year period.

Gross Profit.

Distribution segment gross profit increased $6.5 million, or 12%, to $59.8 million in the third quarter of 2025 compared to $53.2 million in the third quarter of 2024.

As a percentage of sales, gross profit increased 80 basis points to 23.1% in the third quarter of 2025 compared to 22.3% in the prior year quarter.

The increase in gross profit as a percentage of sales in the third quarter of 2025 compared to the same quarter in 2024 is attributable to decreased labor costs as a percentage of sales, partially offset by increased material costs as a percentage of sales.

Distribution segment gross profit increased $32.2 million, or 20%, to $193.6 million in the first nine months of 2025 compared to $161.4 million in the first nine months of 2024.

As a percentage of sales, gross profit increased 290 basis points to 24.5% in the first nine months of 2025 compared to 21.6% in the prior year period.

The increase in gross profit as a percentage of sales in the first nine months of 2025 compared to 2024 is attributable to decreased material and labor costs as a percentage of sales.

Distribution segment gross profit decreased $5.6 million, or 9%, to $56.1 million for the three months ended March 29, 2026 compared to $61.7 million for the three months ended March 30, 2025.

As a percentage of sales, gross profit increased 90 basis points to 25.2% for the three months ended March 29, 2026 compared to 24.3% in the prior year period.

The increase in gross profit as a percentage of sales for the three months ended March 29, 2026 compared to the prior year period is attributable to decreased labor costs as a percentage of sales.

Operating Income.

Operating income decreased $0.2 million, or 1%, to $23.2 million in the third quarter of 2025 compared to $23.4 million in the prior year quarter.

As a percentage of sales, operating income decreased 90 basis points to 8.9% in the third quarter of 2025 compared to 9.8% in the same period in 2024.

The decrease in operating income and operating income as a percentage of sales is primarily related to the items discussed above, offset by an increase in operating expenses and operating expense as a percentage of sales.

Operating income increased $3.3 million, or 4%, to $80.6 million in the first nine months of 2025 compared to $77.3 million in the prior year period.

As a percentage of sales, operating income decreased 10 basis points to 10.2% in the first nine months of 2025 compared to 10.3% in the same period in 2024.

The increase in operating income and the decrease in operating income as a percentage of sales primarily reflect the items discussed above, as well as an increase in operating expenses and operating expense as a percentage of sales.

Operating income decreased $4.7 million, or 19%, to $20.3 million for the three months ended March 29, 2026 compared to $25.0 million for the three months ended March 30, 2025.

As a percentage of sales, operating income decreased 70 basis points to 9.1% for the three months ended March 29, 2026 compared to 9.8% in the same period in 2025.

The decrease in operating income is primarily related to the items discussed above, partially offset by a decrease in operating expenses compared to the prior year period.

The decrease in operating income as a percentage of sales is primarily related to higher operating expenses as a percentage of sales compared to the prior year period, partially offset by the increase in gross profit as a percentage of sales discussed above.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity are cash flows from operations, available cash reserves and borrowing capacity available under the revolving credit and term loan facility (the “2024 Credit Facility”), as discussed in Note 8 "Debt" of the Notes to Condensed Consolidated Financial Statements.

Our liquidity as of September 28, 2025 consisted of cash and cash equivalents of $20.7 million and $758.0 million of availability under the 2024 Credit Facility, net of $7.0 million of outstanding letters of credit.

As of September 28, 2025, the Company's existing cash and cash equivalents, cash generated from operations, and available borrowings under the 2024 Credit Facility are expected to be sufficient to meet anticipated cash needs for working capital and capital expenditures for at least the next 12 months, exclusive of any acquisitions, based on the Company's current cash flow budgets and forecast of short-term and long-term liquidity needs.

"Debt" of the Notes to Condensed Consolidated Financial Statements.

Our liquidity as of March 29, 2026 consisted of cash and cash equivalents of $37.5 million and $696.4 million of availability under the 2024 Credit Facility, net of $8.6 million of outstanding letters of credit.

As of March 29, 2026, the Company's existing cash and cash equivalents, cash generated from operations, and available borrowings under the 2024 Credit Facility are expected to be sufficient to meet anticipated cash needs for working capital and capital expenditures for at least the next 12 months, exclusive of any acquisitions, based on the Company's current cash flow budgets and forecast of short-term and long-term liquidity needs.

Principal uses of cash are to support working capital demands, meet debt service requirements and support the Company's capital allocation strategy, which includes acquisitions, capital expenditures, dividends and repurchases of the Company’s common stock, among others.

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The Company will continue to assess its liquidity position and potential sources of supplemental liquidity in view of operating performance, current economic and capital market conditions, and other relevant circumstances.

In the first nine months of 2025, the Company utilized available borrowing capacity under the Revolver due 2029 and cash on hand to fund three acquisitions, as discussed in Note 5 "Acquisitions" of the Notes to Condensed Consolidated Financial Statements.

As of and for the reporting period ended September 28, 2025, the Company was in compliance with its financial covenants as required under the terms of the credit agreement that established the 2024 Credit Facility (the “2024 Credit Agreement”).

The required maximum consolidated secured net leverage ratio and the required minimum consolidated interest coverage ratio, as such ratios are defined in the 2024 Credit Agreement, compared to the actual amounts as of September 28, 2025 and for the fiscal period then ended are as follows:

As of and for the reporting period ended March 29, 2026, the Company was in compliance with its financial covenants as required under the terms of the credit agreement that established the 2024 Credit Facility (the “2024 Credit Agreement”).

The required maximum consolidated secured net leverage ratio and the required minimum consolidated interest coverage ratio, as such ratios are defined in the 2024 Credit Agreement, compared to the actual amounts as of March 29, 2026 and for the fiscal period then ended are as follows:

Required Actual

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Consolidated interest coverage ratio (12-month period) 3.00 6.57

In addition, as of September 28, 2025, the Company's consolidated total net leverage ratio (12-month period) was 2.84.

In addition, as of March 29, 2026, the Company's consolidated total net leverage ratio (12-month period) was 2.82.

While this ratio is not a covenant under the 2024 Credit Agreement, it is used in determining the applicable borrowing margin under the 2024 Credit Agreement.

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Cash flows from operating activities are one of the Company's primary sources of liquidity, representing the net income the Company earned in the reported periods, adjusted for certain non-cash items and changes in operating assets and liabilities.

Net cash provided by operating activities decreased $25.6 million, or 11%, to $198.6 million in the first nine months of 2025 compared to $224.2 million in the first nine months of 2024.

The decrease in operating cash flows is primarily attributable to a $74.8 million use of cash from operating assets and liabilities, net of business acquisitions compared to a $40.4 million use of cash in the prior year period and a $17.9 million decrease in net income, partially offset by a $21.8 million increase in deferred income taxes and a $2.5 million increase in loss on sale of assets compared to the first nine months of 2024.

Net cash used in operating activities was $14.0 million for the three months ended March 29, 2026 compared to net cash provided by operating activities of $40.1 million for the three months ended March 30, 2025.

The change in operating cash flows is primarily attributable to a $106.9 million use of cash from operating assets and liabilities, net of business acquisitions, compared to a $41.6 million use of cash in the prior year period, partially offset by a $1.2 million increase in net income compared to the three months ended March 30, 2025

Investing Activities:

Net cash used in investing activities decreased $348.5 million to $136.9 million in the first nine months of 2025 compared to $485.4 million in the first nine months of 2024 due to a decrease in cash used in business acquisitions, which were $70.3 million in the first nine months of 2025 compared to $411.6 million in the first nine months of 2024, primarily due to the acquisition of Sportech in January 2024 and RecPro in September 2024.

Net cash used in investing activities decreased $40.2 million to $25.9 million for the three months ended March 29, 2026 compared to $66.1 million for the three months ended March 30, 2025 due to a decrease in cash used in business acquisitions, which were $7.2 million for the three months ended March 29, 2026 compared to $47.6 million for the three months ended March 30, 2025.

Financing Activities:

Net cash used in financing activities was $74.5 million in the first nine months of 2025 compared to $302.4 million of net cash provided by financing activities in the first nine months of 2024, primarily due to a decrease in net borrowings under our revolving credit facility to $10.0 million in the first nine months of 2025 compared to $365.0 million in the first nine months of 2024.

Net cash provided by financing activities decreased $28.0 million, or 35%, to $51.0 million for the three months ended March 29, 2026 compared to $79.0 million for the three months ended March 30, 2025, primarily due to a decrease in net borrowings under our revolving credit facility of $95.0 million compared to $110.0 million for the three months ended March 30, 2025 and increased stock repurchases of $14.7 million compared to $8.5 million in the prior year period.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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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.

What changed 10-Q

Item 2. Management’s Discussion and Analysis