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What changed in PATRICK INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PATRICK INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+206 added−205 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in PATRICK INDUSTRIES INC's 2025 10-K

206 paragraphs added · 205 removed · 174 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

69 edited+16 added−16 removed44 unchanged
Biggest changeInformation on our website is not incorporated in this Annual Report on Form 10-K. 4 Table of Contents Major Product Lines Patrick manufactures and distributes a variety of products within its reportable segments including: Manufacturing Distribution Laminated products for furniture, shelving, walls and countertops Pre-finished wall and ceiling panels Decorative vinyl, wrapped vinyl, paper laminated panels and vinyl printing Drywall and drywall finishing products Solid surface, granite and quartz countertops Interior and exterior lighting products Fabricated aluminum products Wiring, electrical and plumbing products Wrapped vinyl, paper and hardwood profile mouldings Transportation and logistics services Electrical systems components including instrument and dash panels Electronics and audio systems components Slide-out trim and fascia Cement siding Cabinet products, doors, components and custom cabinetry Raw and processed lumber Hardwood furniture Fiber reinforced polyester (“FRP”) products Fiberglass bath fixtures and tile systems Interior passage doors Specialty bath and closet building products Roofing products Boat towers, tops, trailers, and frames Laminate and ceramic flooring Softwoods lumber Shower doors Interior passage doors Fireplaces and surrounds Wiring and wire harnesses Appliances CNC molds and composite parts Tile Aluminum and plastic fuel tanks Marine hardware and accessories Slotwall panels and components RV awnings, windows, fiberglass siding and roofing RV painting Marine windshields Thermoformed shower surrounds Other miscellaneous products Fiberglass and plastic components including front and rear caps and marine helms Polymer-based and other flooring Air handling products Marine hardware and accessories Treated, untreated and laminated plywood RV and marine furniture Adhesives and sealants Audio systems and accessories, including amplifiers, tower speakers, soundbars, and subwoofers Marine non-slip foam flooring, padding, and accessories Protective covers for boats, RVs, aircraft, and military and industrial equipment Windshield and wiper systems Roofs/canopies Integrated door systems Fender flares and rear panels Other miscellaneous products 5 Table of Contents Primary Markets Patrick manufactures and distributes its products for five primary end markets.
Biggest changeInformation on our website is not incorporated in this Annual Report on Form 10-K. 4 Table of Contents Major Product Lines Patrick manufactures and distributes a variety of products within its reportable segments including: Manufacturing Distribution Laminated products for furniture, shelving, walls and countertops Pre-finished wall and ceiling panels Laminated and decorative surface products, including laminated panels, decorative and wrapped vinyls, paper-laminated panels, and vinyl printing Drywall and drywall finishing products Solid surface, granite and quartz countertops Interior and exterior lighting products Fabricated aluminum products Wiring, electrical and plumbing products Hardwood profile mouldings Transportation and logistics services Electrical systems components including instrument, digital switching, dash panels, digital displays and gauges Electronics and audio systems components Slide-out trim and fascia Cement siding Cabinet products, doors, components and custom cabinetry Raw and processed lumber Tooling for fiberglass boat manufacturers Fiber reinforced polyester (“FRP”) products Fiberglass bath fixtures and tile systems Interior passage doors Specialty bath and closet building products Roofing products Boat towers, tops, power bimini systems, trailers, frames and other engineered structural components Laminate and ceramic flooring Softwoods lumber Shower doors Interior passage doors and baggage doors Fireplaces and surrounds Wiring and wire harnesses Appliances CNC molds and composite parts Tile Aluminum and plastic fuel tanks Marine hardware and accessories Slotwall panels and components RV awnings, windows, fiberglass siding and roofing RV painting Marine windshields Thermoformed shower surrounds RV air conditioning units and furniture Fiberglass and plastic components including front and rear caps and marine helms Other miscellaneous products Polymer-based and other flooring Marine hardware and accessories Air handling products Treated, untreated and laminated plywood RV and marine furniture Adhesives and sealants Audio systems and accessories, including amplifiers, tower speakers, soundbars, and subwoofers Marine non-slip foam flooring, padding, and accessories Protective covers for boats, RVs, aircraft, and military and industrial equipment Windshield and wiper systems Roofs/canopies Integrated door systems Fender flares and rear panels Composite panels Other miscellaneous products 5 Table of Contents Primary Markets Patrick manufactures and distributes its products for five primary end markets.
In addition, recent seasonal industry trends have been, and future trends may be, different than in prior years due to volatile economic conditions, interest rates, access to financing, cost of fuel, national and regional economic conditions and consumer confidence on retail sales of RVs, powersports and marine units and other products for which the Company sells its components, as well as fluctuations in RV, powersports and marine dealer inventories, increased volatility in demand from RV, powersports and marine dealers, the timing of dealer orders, and from time to time, the impact of severe weather conditions on the timing of industry-wide wholesale shipments.
In addition, recent seasonal industry trends have been, and future trends may be, different than in prior years due to volatile economic conditions, interest rates, access to financing, cost of fuel, national and regional economic conditions and consumer confidence on retail sales of RVs, powersports and marine units and other products for which the Company sells its components, as well as fluctuations in RV, powersports and marine dealer inventories, increased volatility in demand from RV, marine and powersports dealers, the timing of dealer orders, and from time to time, the impact of severe weather conditions on the timing of industry-wide wholesale shipments.
Factors that may favorably impact demand further 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 "stick-built" housing, and any improvement in conditions in the asset-backed securities markets for manufactured housing loans.
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 "stick-built" housing, and any improvement in conditions in the asset-backed securities markets for manufactured housing loans.
Our primary commitment to our team members in the production environment is to their safety, well-being and progress, and in this regard our human capital management programs focus on the following, in addition to our health care insurance and other employment benefits: • Free assistance programs available to all team members and their families to address mental health and other matters which arise, which we believe are essential during periods of uncertainty; • Tuition reimbursement programs available to all team members as they pursue educational opportunities; • Leadership programs available to all employees that are designed to foster leadership and communication skills to advance team members to the next stage of their careers; • Job safety analysis, which identifies risks unique to each production environment, training and empowering our team members to mitigate risks and develop workplace best practices; • Occupational Safety and Health Administration ("OSHA") preparedness, which involves site specific training development to educate and enable our team members to work safely and effectively; • Industrial hygiene audits and testing, ensuring that our team members work in healthy environments with respect to air quality and noise reduction; 11 Table of Contents • Machine guarding and work area audits, which identify mechanical and non-mechanical improvements in the safety and well-being of the production environment; • Train-the-trainer programs, which foster best-practice operational techniques for our team members to advance their capabilities to operate our facilities in the safest and most effective manner; • Site-specific training development, which tailors customized training and consulting to the unique needs of the production environment; • Ergonomic assessments for all team members, which accommodate each individual to work in the most effective and comfortable manner; • Community involvement initiatives, such as our participation in Military Makeover and Care Camps, which provides our team members opportunities to give back to the communities in which we do business.
Our primary commitment to our team members in the production environment is to their safety, well-being and progress, and in this regard our human capital management programs focus on the following, in addition to our health care insurance and other employment benefits: • Free assistance programs available to all team members and their families to address mental health and other matters which arise, which we believe are essential during periods of uncertainty; • Tuition reimbursement programs available to all team members as they pursue educational opportunities; • Leadership programs available to all employees that are designed to foster leadership and communication skills to advance team members to the next stage of their careers; • Job safety analysis, which identifies risks unique to each production environment, training and empowering our team members to mitigate risks and develop workplace best practices; 11 Table of Contents • Occupational Safety and Health Administration ("OSHA") preparedness, which involves site specific training development to educate and enable our team members to work safely and effectively; • Industrial hygiene audits and testing, ensuring that our team members work in healthy environments with respect to air quality and noise reduction; • Machine guarding and work area audits, which identify mechanical and non-mechanical improvements in the safety and well-being of the production environment; • Train-the-trainer programs, which foster best-practice operational techniques for our team members to advance their capabilities to operate our facilities in the safest and most effective manner; • Site-specific training development, which tailors customized training and consulting to the unique needs of the production environment; • Ergonomic assessments for all team members, which accommodate each individual to work in the most effective and comfortable manner; • Community involvement initiatives, such as our participation in Boys & Girls Clubs of America and Care Camps, which provides our team members opportunities to give back to the communities in which we do business.
See Note 3 "Acquisitions" of 8 Table of Contents the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K for further discussion of acquisitions completed by the Company in 2024, 2023 and 2022. Competition The RV, marine, powersports, MH and industrial markets are highly competitive, both among manufacturers and the suppliers of various components.
See Note 3 "Acquisitions" of the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K for further discussion of acquisitions completed by the Company in 2025, 2024 and 2023. 8 Table of Contents Competition The RV, marine, powersports, MH and industrial markets are highly competitive, both among manufacturers and the suppliers of various components.
The Manufacturing and Distribution segments accounted for 74% and 26%, respectively, of the Company’s consolidated net sales for the year ended December, 31, 2024. Financial information about these operating segments is included in Note 17 "Segment Information" of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K (the "Form 10-K") and incorporated herein by reference.
The Manufacturing and Distribution segments accounted for 74% and 26%, respectively, of the Company’s consolidated net sales for the year ended December, 31, 2025. Financial information about these operating segments is included in Note 17 "Segment Information" of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K (the "Form 10-K") and incorporated herein by reference.
Our analysis suggests that dealer inventory levels are currently well below historical norms and will need to be replenished when retail demand recovers.
Our analysis suggests that dealer inventory levels are currently below historical norms and will need to be replenished when retail demand recovers.
Filer was with Caterpillar Inc. from 2007 to 2021, serving in a series of progressive global leadership roles which culminated in his appointment as Chief Financial Officer for divisions within Caterpillar’s Resource Industries segment. With over 27 years of experience with prior organizations that include Honeywell and Raytheon, Mr.
Filer was with Caterpillar Inc. from 2007 to 2021, serving in a series of progressive global leadership roles which culminated in his appointment as Chief Financial Officer for divisions within Caterpillar’s Resource Industries segment. With over 30 years of experience with prior organizations that include Honeywell and Raytheon, Mr.
We believe that, as of December 31, 2024, the Company’s inventory levels are appropriately balanced with expected OEM production, and we will continue to manage inventory based on anticipated customer needs. Additionally, the Company continually explores alternative sources of raw materials and components, both domestically and from outside the U.S.
We believe that, as of December 31, 2025, the Company’s inventory levels are appropriately balanced with expected OEM production, and we will continue to manage inventory based on anticipated customer needs. Additionally, the Company continually explores alternative sources of raw materials and components, both domestically and from outside the U.S.
As of December 31, 2024, our team members totaled approximately 10,000, of which 80% are hourly team members who serve our customers by producing and distributing products in our RV, powersports, marine, MH and industrial end markets, and 20% who are salaried employees who manage the resources, capital allocations, business decisions, and customer relationships of our end markets.
As of December 31, 2025, our team members totaled approximately 10,000, of which 80% are hourly team members who serve our customers by producing and distributing products in our RV, marine, powersports, MH and industrial end markets, and 20% who are salaried employees who manage the resources, capital allocations, business decisions, and customer relationships of our end markets.
For additional information on the Company's human capital management, please see our 2024 Responsibility & Sustainability Report under "ESG" on the "For Investors" section of our website. Information on our website is not incorporated in this Annual Report on Form 10-K.
For additional information on the Company's human capital management, please see our 2025 Responsibility & Sustainability Report under "ESG" on the "Investors" section of our website. Information on our website is not incorporated in this Annual Report on Form 10-K.
The Company also works with technology development partners, including customers, to develop technological capabilities and new products and applications. Marketing and Distribution As of December 31, 2024, the Company had approximately 4,500 active customers.
The Company also works with technology development partners, including customers, to develop technological capabilities and new products and applications. Marketing and Distribution As of December 31, 2025, the Company had approximately 4,500 active customers.
Roeder was appointed Executive Vice President – Finance, Chief Financial Officer and Treasurer of the Company in March 2024. Prior to joining Patrick, Mr. Roeder served as Chief Financial Officer of Polaris Marine from 2018 to 2024.
Roeder was appointed Executive Vice President – Finance, Chief Financial Officer and Treasurer of the Company in March 2024. Prior to joining Patrick, Mr. Roeder served as Chief Financial Officer of the Marine segment of Polaris, Inc. from 2018 to 2024.
Seasonal industry trends in the past several years have included the impact related to the addition of major RV manufacturer open houses for dealers in the August-September timeframe and marine open houses in the December-February timeframe, resulting in dealers delaying certain restocking purchases until new product lines are introduced at these shows.
Seasonal industry trends in the past several years have included the impact related to the addition of major RV manufacturer open houses for dealers in the August-September timeframe, marine dealer open houses held in the fall and boat shows in the December-February timeframe, resulting in dealers delaying certain restocking purchases until new product lines are introduced at these shows.
Our strategy in the RV space continues to be centered around our goal of providing best-in-class customer service and a growing portfolio of products to OEMs through our full solutions model, therefore helping our customers innovate and build quality units across the spectrum of feature and price.
Our strategy in the RV end market continues to be centered around our goal of providing best-in-class customer service and a growing portfolio of products to OEMs through our full solutions model, helping our customers innovate and build quality units across the spectrum of feature and price.
Patrick believes that returning capital to shareholders is an important part of its capital allocation strategy, and during 2024 we returned $55 million to shareholders through our regular quarterly dividend and opportunistic share repurchases. The Company was incorporated in 1959 in Indiana.
Patrick believes that returning capital to shareholders is an important part of its capital allocation strategy, and during 2025 we returned $87 million to shareholders through our regular quarterly dividend and opportunistic share repurchases. The Company was incorporated in 1959 in Indiana.
Nemeth was Executive Vice President of Finance and Chief Financial Officer from May 2004 to December 2015, and Secretary-Treasurer from 2002 to 2015. Prior to that, Mr. Nemeth was Vice President of Finance and Chief Financial Officer from 2003 to 2004. 12 Table of Contents Mr.
Nemeth was Executive Vice President of Finance and Chief Financial Officer from May 2004 to December 2015, and Secretary-Treasurer from 2002 to 2015. Prior to that, Mr. Nemeth was Vice President of Finance and Chief Financial Officer from 2003 to 2004. Mr.
Recreational Boating Statistical Abstract (the "Abstract"), total U.S. retail expenditures on boats, engines, accessories, and related costs fell 2.6% to $57.7 billion in 2023 compared to 2022. Based on data from the Abstract, we estimate that the average age of pre-owned powerboats sold during 2023 was approximately 23 years compared to an average useful life of 30 years.
Recreational Boating Statistical Abstract (the "Abstract"), total U.S. retail expenditures on boats, engines, accessories, and related costs fell 2.6% to $55.62 billion in 2024 compared to 2023. Based on data from the Abstract, we estimate that the average age of pre-owned powerboats sold during 2024 was approximately 23 years compared to an average useful life of 30 years.
The principal types of recreational vehicles include (1) towables: conventional travel trailers, fifth wheels, folding camping trailers, and truck campers; and (2) motorized: class A (large motor homes), class B (van campers), and class C (small-to-mid size motor homes). The RV market is primarily dominated by Thor Industries, Inc. (“Thor”), Forest River, Inc. (“Forest River”) and Winnebago Industries, Inc.
The principal types of recreational vehicles include (1) towables: conventional travel trailers, fifth wheels, folding camping trailers, and truck campers; and (2) motorized: class A (large motor homes), class B (van campers), and class C (small-to-mid size motor homes). The RV market is largely concentrated among Thor Industries, Inc. (“Thor”), Forest River, Inc. (“Forest River”) and Winnebago Industries, Inc.
The Company’s sales to the various businesses of Forest River and Thor, on a combined basis, accounted for 29%, 29% and 38% of our consolidated net sales, for the years ended December 31, 2024, 2023 and 2022 , respectively.
The Company’s sales to the various businesses of Forest River and Thor, on a combined basis, accounted for 28%, 29% and 29% of our consolidated net sales, for the years ended December 31, 2025, 2024 and 2023 , respectively.
Purchases of property, plant, and equipment for 2024 consisted of $76 million of investments which were primarily used to provide more advanced manufacturing automation and replace and upgrade production equipment.
Purchases of property, plant, and equipment for 2025 consisted of $83 million of investments which were primarily used to provide more advanced manufacturing automation and replace and upgrade production equipment.
Amundson was with Spectrum Brands, Inc. from 2005 to 2018, holding a series of key human resources leadership roles, including Senior Vice President, Human Resources and Chief Human Resources Officer from 2010 to 2018. With over 26 years of experience in multiple industries, Ms.
Amundson was with Spectrum Brands, Inc. from 2005 to 2018, holding a series of key human resources leadership roles, including Senior Vice President, Human Resources (CHRO) from 2010 to 2018. With over 30 years of experience in multiple industries, Ms.
The Company operates through a nationwide network that includes, as of December 31, 2024, approximately 179 manufacturing plants and 47 warehouse and distribution facilities located in 25 states, with a small presence in Mexico, China and Canada.
The Company operates through a nationwide network that includes, as of December 31, 2025, approximately 191 manufacturing plants and 50 warehouse and distribution facilities located in 25 states, with a small presence in Mexico, China and Canada.
Nemeth has over 33 years of RV, marine, powersports, manufactured housing and industrial experience in various financial and managerial capacities. Director since 2006. Jeffrey M. Rodino was named President – RV in January 2024 after serving as President of the Company from July 2021 to January 2024. Prior to serving as Patrick’s President, Mr.
Nemeth has over 34 years of RV, marine, manufactured housing and industrial experience in various financial and managerial capacities. Director since 2006. Jeffrey M. Rodino was named President of the Company in October 2025 after serving as President – RV from January 2024 to September 2025. Prior to serving as Patrick’s President – RV, Mr.
After a slight decrease in 2023, OEM production declined further in 2024 as concerns relating to elevated interest rates, inflation and overall economic uncertainties dampened retail demand and led marine dealers to reduce inventory levels.
OEM production declined in 2024 as concerns relating to elevated interest rates, inflation, and overall economic uncertainties dampened retail demand and led marine dealers to reduce inventory levels.
The Company’s net sales by end market are as follows: 2024 2023 RV 44 % 43 % Marine 15 % 23 % Powersports 10 % 4 % MH 18 % 16 % Industrial 13 % 14 % Total 100 % 100 % Recreational Vehicles 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 Company’s net sales by end market are as follows: 2025 2024 RV 45 % 44 % Marine 15 % 15 % Powersports 10 % 10 % MH 17 % 18 % Industrial 13 % 13 % Total 100 % 100 % Recreational Vehicles The Company’s RV products are sold primarily to major RV original equipment manufacturers ("OEMs"), smaller OEMs, and to a lesser extent, manufacturers in adjacent industries.
Amundson served in a temporary capacity with Kerry Foods with a focus on providing human resources leadership in the transformation of its North America operations model. Prior to this role, Ms.
Prior to joining Patrick in February 2022, Ms. Amundson served in a temporary capacity with Kerry Foods with a focus on providing HR leadership in the transformation of its North America operations model. Prior to this role, Ms.
The Company believes there is growth potential for this market in the long term driven by pent-up demand, multi-family housing capacity, demand for lower-cost rental options, increased affordability and quality, demographic trends such as increased first-time home buyers and urban-to-suburban relocations trends, new home pricing, and investments from developers and real estate investment trusts.
The Company believes there is growth potential for this market in the long term driven by pent-up demand for affordable housing, multi-family housing capacity, demand for lower-cost rental options, increased affordability and quality, new home pricing, and investments from developers and real estate investment trusts.
Consumer demand in the marine market is generally driven by the popularity of the recreational and leisure lifestyle and by economic conditions. The powerboat sector, which is our primary marine market, has experienced a down cycle since mid-2023, resulting in continued softness particularly in our higher-engineered ski/wake and pontoon categories, where we maintain a significant market presence.
Consumer demand in the marine market is generally driven by the popularity of the recreational and leisure lifestyle and by economic conditions. The powerboat sector, which is our primary marine market, continued to experience a down cycle in 2024, particularly in our ski/wake and pontoon categories, where we maintain a significant market presence.
For example, the composite wood substrate materials that Patrick utilizes in the production process in the RV marketplace have been certified as to compliance with applicable emission standards developed by the California Air Resources Board (“CARB”). All suppliers and manufacturers of composite wood materials are required to comply with the current CARB regulations.
For example, the composite wood substrate materials that Patrick utilizes in the production process in the RV marketplace have been certified as to compliance with applicable emission standards developed by the California Air Resources Board (“CARB”).
Seasonality Manufacturing operations in the RV, marine, powersports and MH industries historically have been seasonal and at their highest levels when the weather is moderate. Accordingly, the Company’s sales and profits had generally been the highest in the second quarter and lowest in the fourth quarter.
Information on our website is not incorporated in this Annual Report on Form 10-K. Seasonality Manufacturing operations in the RV, marine, powersports and MH industries historically have been seasonal and at their highest levels when the weather is moderate. Accordingly, the Company’s sales and profits had generally been the highest in the second quarter and lowest in the fourth quarter.
Based on current available data per SSI through December 2024, within the powerboat sector for 2024, fiberglass units a ccounted for approximately 34% of retail unit sales, aluminum 29%, pontoon 32% and ski & wake 5%.
Based on current available data per SSI through December 2025, within the powerboat sector for 2025, fiberglass units accounted for approximately 33% of retail unit sales, aluminum 31%, pontoon 31% and ski & wake 5%.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” (the "MD&A") of this Form 10-K. Marine We believe that the marine market reflects the active, outdoor enthusiast-based, family-oriented lifestyle, similar to our RV and powersports end markets, and the Company has increased its focus and expanded its presence in this market through recent acquisitions.
Marine We believe that the marine market reflects the active, outdoor enthusiast-based, family-oriented lifestyle, similar to our RV and powersports end markets, and the Company has increased its focus and expanded its presence in this market through recent acquisitions.
Approximat ely 9% of the Company's distribution segment’s sales were from products shipped directly from the suppliers to Patrick customers in each of 2024, 2023 and 2022.
Approximately 11%, 9% and 9% of the Company's distribution segment’s sales were from products shipped directly from the suppliers to Patrick customers in 2025, 2024 and 2023, respectively.
In 2024, according to the Recreation Vehicle Industry Association ("RVIA"), towable and motorized unit shipments represented approximately 90% and 10%, respectively, of total RV industry wholesale shipments with wholesale unit shipments increasing 12% in the towable sector and decreasing 24% in the motorized sector in 2024 compared to the prior year.
In 2025, according to the Recreation Vehicle Industry Association ("RVIA"), towable and motorized unit shipments represented approximately 89% and 11%, respectively, of total RV industry wholesale unit shipments with wholesale unit shipments increasing 2% in the towable sector and 3% in the motorized sector in 2025 compared to the prior year.
Rodino was Chief Sales Officer of the Company from September 2016 to July 2021. Mr. Rodino served as the Executive Vice President of Sales from December 2011 to July 2021 and as the Chief Operating Officer of the Company from March 2013 to September 2016.
Prior to that, he was the Executive Vice President of Sales from December 2011 to July 2021, Chief Operating Officer of the Company from March 2013 to September 2016, and Vice President of Sales for the Midwest from August 2009 to December 2011. Mr.
Filer joined the Company as Senior Vice President of Finance in November 2022 and was elected Chief Accounting Officer in May 2024. Mr. Filer served as Interim Executive Vice President - Finance, Chief Financial Officer and Treasurer from May 2023 to March 2024. Prior to his role at Patrick, Mr.
Filer served as Interim Executive Vice President – Finance, Chief Financial Officer and Treasurer from May 2023 to March 2024. Prior to his role at Patrick, Mr.
Prior to his role at Polaris, Inc. he was the Chief Financial Officer of Bennington Marine from 2016 to 2018, and the Director of Financial Planning & Analysis for Bennington from 2014 to 2015. Mr. Roeder has over 10 years of experience serving the marine markets in various leadership capacities. Matthew S.
Prior to his role at Polaris, Inc. he was the CFO of Bennington Marine from 2016 to 2018, and the Director of Financial Planning & Analysis for Bennington from 2014 to 2015. Mr. Roeder has over 11 years of experience serving the marine industry in various leadership capacities. On January 5, 2026, the Company announced that Mr.
The Company is certified to sell Forestry Stewardship Council (“FSC”) materials to its customers at certain of its manufacturing branches. The FSC certification provides a link between responsible production and consumption of materials from the world’s forests and assists the Company’s customers in making socially and environmentally responsible buying decisions on the products they purchase.
The FSC certification provides a link between responsible production and consumption of materials from the world’s forests and assists the Company’s customers in making socially and environmentally responsible buying decisions on the products they purchase.
Duthie served as an assistant general counsel for a privately-held manufacturer of flow control products from 2002 to 2006. Stacey L. Amundson was appointed Executive Vice President and Chief Human Resources Officer in May 2022. Prior to joining Patrick in February 2022, Ms.
Duthie focused on mergers and acquisitions, supply chain management and commercial contract counseling. Mr. Duthie served as an assistant general counsel for a privately-held manufacturer of flow control products from 2002 to 2006. 13 Table of Contents Stacey L. Amundson was appointed Executive Vice President and Chief Human Resources Officer in May 2022.
("Winnebago") which combined held approximately 86% of retail market share for towables and 83% for motorized units for 2024 as reported per Statistical Surveys, Inc. ("SSI"). We believe there has been substantial growth over the past several years in the consumer’s affinity for the Outdoor Enthusiast lifestyle.
("Winnebago"), which together accounted for approximately 86% of retail market share for towables and 85% for motorized units for 2025 according to Company estimates based on data from Statistical Surveys, Inc. ("SSI"). We believe there has been substantial growth over the past several years in the consumer’s affinity for the Outdoor Enthusiast lifestyle.
Other services provided at The Studio include product development, 3D CAD illustration, 3D printing, photography and marketing. Marine Studio The Company's Marine Studio, located in Sarasota, Florida, is a comprehensive marine studio showroom, design and engineering center, which provides engineering and integrated design solutions for our marine customers.
Marine Studio The Company's Marine Studio, located in Sarasota, Florida, is a comprehensive marine studio showroom, design and engineering center, which provides engineering and integrated design solutions for our marine customers.
Upholstered products and mattresses provided by the Company for RVs must 10 Table of Contents comply with Federal Motor Vehicle Safety Standards regulated by the National Highway Traffic Safety Administration regarding flammability.
Upholstered products and mattresses provided by the Company for RVs must comply with Federal Motor Vehicle Safety Standards regulated by the National Highway Traffic Safety Administration regarding flammability. Select raw materials and components are subject to tariffs and other import duties.
Gonzalez served as Senior Vice President of RV Operations for the Company from July 2021 to January 2024, Group Vice President of Operations from February 2020 to June 2021, and Business Unit Director from February 2017 to January 2020. He joined the Company in 2006 and served in a series of progressive leadership roles. Mr.
Gonzalez served as Senior Vice President of RV Operations for the Company from July 2021 to January 2024, Group Vice President of Operations from February 2020 to June 2021, and Business Unit Director from February 2017 to January 2020. He joined the Company in 2007 and has over 19 years of experience serving the RV, manufactured housing, and marine markets.
We expect to continue to feel the effects of our revenue mix through the first half of 2025. Despite short-term challenges, we remain optimistic about the long-term outlook including within the high value, premium segment of the marine industry that we serve. According to the National Marine Manufacturers Association (“NMMA”), per its 2023 U.S.
Despite challenging conditions across the marine market, we remain optimistic about the long-term outlook including within the high value, premium segment of the marine industry that we serve. According to the National Marine Manufacturers Association (“NMMA”), per its 2024 U.S.
Detailed narrative information about the Company’s sales to the powersports industry is included in the MD&A of this Form 10-K. 7 Table of Contents Manufactured Housing 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.
Manufactured Housing 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.
Our operating facilities generally are strategically located in proximity to the customers they serve. Previously, our sales to the powersports end market were included in the Company’s marine end market sales.
Our operating facilities generally are strategically located in proximity to the customers they serve.
Roeder was Group Vice President of Operations for the Company’s Metals group in 2019. He joined the Company as a Business Unit Director in 2017 upon Patrick’s acquisition of Indiana Transport, which he co-founded 2009. Mr. Roeder has 18 years of experience in the RV industry. 13 Table of Contents Hugo E.
Roeder served as Senior Vice President of RV Operations since 2020. Mr. Roeder was Group Vice President of Operations of the Company’s Metals group in 2019. He joined the Company as a Business Unit Director upon Patrick’s acquisition of Indiana Transport in 2017. Mr.
Additionally, we believe that other residential and commercial segments have been less vulnerable to import competition, and therefore, provide opportunities for increased sales penetration and market share gains. In 2024, new housing starts were down from 2023 by approximately 4%, with single family housing starts increasing approximately 6% and multifamily housing starts decreasing 25%.
Additionally, we believe that other residential and commercial segments have been less vulnerable to import competition, and therefore, provide opportunities for increased sales penetration and market share gains.
During 2024 , the Company completed acquisitions for approximately $418 million of total consideration and over the last three years has completed acquisitions for approximately $696 million of total consideration.
During 2025 , the Company completed acquisitions for aggregate cash consideration of approximately $117 million, net of cash acquired. Over the last three years, the Company has completed acquisitions for aggregate cash consideration of approximately $560 million, net of cash acquired.
As OEMs and dealers continue to manage their businesses to better align with current retail demand, we are focused on supporting OEMs by developing new products and solutions that deliver value to consumers.
As OEMs and dealers continue to manage their businesses to better align with current retail demand, we are focused on supporting OEMs by developing new products and solutions that deliver value aligned with consumer needs. Detailed narrative information about the Company’s sales to the powersports industry is included in the MD&A of this Form 10-K.
Over the last three years, we have executed on a number of new product initiatives and completed acquisitions for approximately $696 million in total consideration that directly complement our core competencies and existing products, expand our presence in our primary end markets, and position us to opportunistically enter into adjacent end markets or product categories.
These product initiatives and acquisitions directly complement our core competencies and existing products, expand our presence in our primary end markets, and position us to opportunistically enter into adjacent end markets or product categories.
Executive Officers of the Company The following table sets forth our executive officers as of January 1, 2025: Officer Position Age Andy L. Nemeth Chairman and Chief Executive Officer 55 Jeffrey M. Rodino President - RV 54 Kip B. Ellis President - Powersports, Technology & Housing 50 Richard N. Reyenger President – Marine 76 Andrew C.
Executive Officers of the Company The following table sets forth our executive officers as of January 1, 2026: Officer Position Age Andy L. Nemeth Chairman and Chief Executive Officer 56 Jeffrey M. Rodino President 55 Charles R. Roeder President - RV 44 Hugo E.
Prior to that, he was Vice President of Sales for the Midwest from August 2009 to December 2011. Mr. Rodino has over 31 years of experience in serving the RV, marine, manufactured housing and industrial markets. Kip B.
Rodino has over 32 years of experience in serving the RV, marine, manufactured housing and industrial markets. Charles R. Roeder was named President – RV in October 2025 after serving as the Executive Vice President of Sales and Chief Sales Officer from January 2024 to October 2025. Prior to that, Mr.
Powersports 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. Previously, our sales to the powersports end market were included in the Company’s marine end market sales.
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. Our powersports business is primarily focused on the utility and premium segments of the side-by-side market, which have been outperforming the more discretionary recreational segment.
Industrial Markets We estimate that approximately 75% to 85% of our industrial net sales in 2024 were associated with the U.S. residential housing market. We believe that there is a direct correlation between the demand for our products and new residential housing construction and existing home remodeling activities.
Industrial Markets The Company's industrial net sales in 2025 are associated with both the U.S. residential housing market and non-housing market categories. Demand for our products is influenced by levels of new residential housing construction and existing home remodeling activity.
In addition, per SSI, marine powerboat retail unit shipments decreased approximately 8% in 2024 compared to 2023, while marine wholesale unit shipments, according to Company estimates based on NMMA data, decreased approximatel y 25% in 2024 compared to 2023. Detailed narrative information about the Company’s sales to the marine industry is included in the MD&A of this Form 10-K.
In addition, according to Company estimates based on SSI, marine powerboat retail unit shipments decreased approximately 8% in 2025 compared to 2024, while marine wholesale unit shipments, according to Company estimates based on NMMA data, decreased approximately 4% in 2025 compared to 2024.
In the aggregate, the top three manufacturers, Clayton Homes, Inc., Skyline Champion Corporation and Cavco Industries, Inc., combined to produce approximately 84% of MH market retail unit shipments in 2024 per SSI. Wholesale unit shipments have increased in the MH industry to approximately 103,300 units in 2024 compared to approximately 89,200 units in 2023 .
In the aggregate, the top three manufacturers, Clayton Homes, Inc., Champion Homes, Inc. and Cavco Industries, Inc., co mbined to produce approxima tely 86% of M H market retail unit shipments in 2025 per SSI. 7 Table of Contents According to data from the Manufactured Housing Institute, MH i ndustry wholesale unit shipments decreased to approximately 102,700 units in 2025 compared to approximately 103,300 units in 2024.
Amundson has led the human resource function with specialties in talent management, executive compensation, M&A, integrations, shared services, and large-scale organizational transformations. Charles R. Roeder was appointed Executive Vice President - Sales in January 2024 and elected Chief Sales Officer in May 2024. Prior to that, Mr. Roeder served as Senior Vice President of RV Operations since 2020. Mr.
Amundson has led the human resource function with specialties in talent management, executive compensation, M&A, integrations, shared services, and large-scale organizational transformations.
Gonzalez was appointed Executive Vice President - Operations in January 2024 and elected as Chief Operating Officer in May 2024. Prior to that, Mr.
Roeder has 20 years of experience in the RV industry and co-founded Indiana Transport in December 2009. Hugo E. Gonzalez was appointed President – Powersports and Housing in December 2025, Executive Vice President – Operations in January 2024 and Chief Operating Officer in May 2024. Prior to that, Mr.
Filer has extensive industry knowledge across multiple manufacturing industries such as rail, mining, industrial and defense. Joel D. Duthie joined the Company as General Counsel in November 2020 and was appointed Executive Vice President, Chief Legal Officer and Secretary in May 2021. Prior to joining Patrick, Mr.
Duthie joined the Company as General Counsel in November 2020 and was appointed Executive Vice President, Chief Legal Officer and Secretary in May 2021. Prior to joining Patrick, Mr. Duthie was a partner with Barnes & Thornburg LLP, and practiced law at the firm from 2000 to 2002 and 2007 to 2020. As a corporate lawyer, Mr.
As more people see the benefits of enjoying the outdoors with families and friends, there should be a positive impact on long-term demand in the RV market. We also are optimistic about the near-term outlook for the RV market, which we believe bottomed in 2023 after a period of sharp declines in OEM production.
As more people see the benefits of enjoying the outdoors with families and friends, there should be a positive impact on long-term demand in the RV market. Following a dealer inventory restocking in the first half of 2024, OEMs reduced production levels slightly in the second half of the year as dealers actively managed inventory levels as retail demand softened.
Roeder Executive Vice President - Finance, Chief Financial Officer, and Treasurer 48 Matthew S. Filer Senior Vice President - Finance and Chief Accounting Officer 52 Joel D. Duthie Executive Vice President - Chief Legal Officer and Secretary 50 Stacey L. Amundson Executive Vice President - Human Resources and Chief Human Resources Officer 58 Charles R.
Gonzalez President - Powersports and Housing and Executive Vice President - Operations and Chief Operating Officer 45 Jacob R. Petkovich President - Marine 52 Andrew C. Roeder Executive Vice President - Finance, Chief Financial Officer, and Treasurer 49 Matthew S. Filer Senior Vice President - Finance and Chief Accounting Officer 53 Joel D.
Following a dealer inventory restocking in the first half of 2024, OEMs reduced production slightly in the second half of 2024 as retail demand decreased, with dealers managing inventory levels and the OEMs demonstrating operating discipline to maintain a balanced inventory channel for the long-term health and stability of the industry.
In 2025, dealer inventory dynamics continued to normalize, with inventory reductions moderating as dealer inventory levels moved closer to targeted levels. OEMs demonstrated operating discipline during this period to support a balanced inventory channel for the long-term health and stability of the industry.
("KOA") North American Camping and Outdoor Hospitality Report, utilizing surveys of North American leisure travelers, camping remains popular, with annual camping households of 54 million in 2023 which, while a decrease from 58 million in 2022, is well above pre-pandemic levels of 39 million in 2018 and 42 million in 2019.
("KOA") North American Camping and Outdoor Hospitality Report, utilizing surveys of North American leisure travelers, camping participation peaked in 2022 and declined modestly thereafter, but remains above pre-pandemic levels. Approximately 11 million more households camped in 2024 compared to 2019, indicating a higher participation base relative to pre-pandemic periods.
Despite some interest rate relief in 2024, housing affordability continued to be an issue as housing prices and mortgage rates remained elevated compared to prior years. Low inventory and high prices for existing homes for sale may provide support for our industrial market in 2025.
In 2025, combined new housing starts decreased 2% compared to the prior year, reflecting a decrease in single-family housing starts of 7%, partially offset by an increase in multifamily housing starts of 12%. Despite some interest rate relief in 2025, housing affordability continued to be an issue as housing prices and mortgage rates remained elevated compared to prior years.
Additionally, we are subject to government regulations relating to importation activities, including related to U.S. Customs and Border Protection ("CBP") withhold release orders. The Company also produces and provides products for manufactured homes that must comply with performance and construction regulations promulgated by the U.S. Department of Housing and Urban Development.
The Company also produces and provides products for manufactured homes that must comply with performance and construction regulations promulgated by the U.S. Department of Housing and Urban Development. For additional information on the Company's efforts for sustainability and environmental quality, please see our 2025 Responsibility & Sustainability Report under "ESG" on the "Investors" section of our website.
Demographic and ownership trends continue to point to favorable market growth for the long term in the RV market, as we believe that the shift toward outdoor, nature-based tourism activities has continued, despite the loss of many first time campers who had contributed to a significant increase in camping participation during the COVID-19 pandemic.
Demographic and ownership trends continue to support favorable market growth for the long term in the RV market, as interest in outdoor and nature-based tourism activities remains structurally elevated following the normalization of travel patterns after the COVID-19 pandemic. Based on data from the 2025 Kampgrounds of America, Inc.
We continue to expand our product offerings to meet the evolving needs of our OEM customers, including energy efficient water heaters, furnaces, heating, ventilation, and air conditioning ("HVAC") duct systems and other products for OEMs seeking to exceed government sustainability guidelines on manufactured homes.
We continue to expand our product offerings to meet the evolving needs of our OEM customers.
Removed
Effective with the first quarter of 2024, powersports net sales are being reported separately after the January 2024 acquisition of Sportech, LLC (“Sportech”), as disclosed in Note 2 "Revenue Recognition" of the Notes to Consolidated Financial Statements.
Added
Over the last three years, we have executed on a number of new product initiatives and completed acquisitions for aggregate cash consideration of approximately $560 million, net of cash acquired.
Removed
Based on data from the 2024 Kampgrounds of America, Inc.
Added
Additionally, according to the 2025 KOA report, approximately 18% of camping households reported annual household income of over $100,000, which is consistent with pre-pandemic levels.
Removed
Younger campers (Millennials and GenZers) still represent an important camper demographic group despite a decrease in participation rates since the peak of the pandemic, with 48% of annual campers and 49% of new campers from these groups. Additionally, according to the 2024 KOA report, 25% of 2023 camper households reported 6 Table of Contents household income of over $100,000.
Added
While this percentage represents a decline from the COVID-19 pandemic-era peak, the absolute number of camping households in this earnings group has grown 6 Table of Contents substantially due to the increase in camping households during this period.
Removed
While this percentage was down from 28% in 2022, these higher-income households still represented a significantly greater proportion of campers than before the COVID-19 pandemic.
Added
Although down from the pandemic-era peak, RV participation remains substantial, with nearly 10 million households reporting at least one RV trip in 2024. Detailed narrative information about the Company’s sales to the RV industry is included in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (the "MD&A") of this Form 10-K.
Removed
Following a similar pattern as overall camping participation, 13.2 million households reported taking at least one RV trip in 2023, which was lower than in 2022 but well above pre-pandemic levels of 9.4 million in 2018 and 11.3 million in 2019. Detailed narrative information about the Company’s sales to the RV industry is included in Item 7.
Added
In 2025, industry data indicates that the overall powerboat market remained below 2024 levels, and demand in the pontoon and ski/wake categories declined compared to 2024 as dealers continued to manage inventory levels to better align with current retail demand.
Removed
The Company's marine revenue mix is slightly more concentrated toward higher dollar units, particularly the pontoon and ski and wake segments, which have seen more pronounced softness in market demand beginning in the second half of 2023 and throughout 2024 compared to the broader marine market.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditionally, we cannot control the 15 Table of Contents decisions made by suppliers of our distributed and manufactured products and therefore, our ability to maintain our distribution arrangements may be adversely impacted.
Biggest changeAdditionally, we cannot control the decisions made by suppliers of our distributed and manufactured products and therefore, our ability to maintain our distribution arrangements may be adversely impacted. 15 Table of Contents Some of our competitors have greater financial resources or lower levels of debt or financial leverage and this may enable them to commit larger amounts of capital in response to changing market conditions.
If we cannot effectively manage the challenges and risks associated with doing business internationally, our revenues and profitability may suffer. We purchase a material portion of our raw materials and other supplies from suppliers located in Indonesia, China, Malaysia, Mexico and Canada.
If we cannot effectively manage the challenges and risks associated with doing business internationally, our revenues and profitability may suffer. We purchase a material portion of our raw materials and other supplies from suppliers located in Indonesia, China, Vietnam, Malaysia, Mexico and Canada.
Retail sales of RVs historically have been closely tied to general economic conditions and consumer confidence. Declines in RV unit shipment levels or reductions in industry growth could materially reduce the Company’s revenue from the RV industry and have a material adverse impact on its operating results in 2025 and other future periods.
Retail sales of RVs historically have been closely tied to general economic conditions and consumer confidence. Declines in RV unit shipment levels or reductions in industry growth could materially reduce the Company’s revenue from the RV industry and have a material adverse impact on its operating results in 2026 and other future periods.
Because this condition was satisfied during the calendar quarter ended December 31, 2024, the conditional conversion feature was triggered as of December 31, 2024 and the 1.75% Convertible Notes are convertible, in whole or in part, at the option of the holders from January 1, 2025 to March 31, 2025.
Because this condition was satisfied during the calendar quarter ended December 31, 2025, the conditional conversion feature was triggered as of December 31, 2025 and the 1.75% Convertible Notes are convertible, in whole or in part, at the option of the holders from January 1, 2026 to March 31, 2026.
As of December 31, 2024, we had $1.33 billion of total long-term debt, including current maturities and exclusive of deferred financing costs and debt discount, outstanding under our 2024 Credit Facility, 4.75% Senior Notes, 6.375% Senior Notes and 1.75% Convertible Notes (all as defined in Note 7 "Debt" of the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K).
As of December 31, 2025, we had $1.30 billion of total long-term debt, including current maturities and exclusive of deferred financing costs and debt discount, outstanding under our 2024 Credit Facility, 4.75% Senior Notes, 6.375% Senior Notes and 1.75% Convertible Notes (all as defined in Note 7 "Debt" of the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K).
Evolving trade policies could continue to make sourcing products from foreign countries difficult and costly, as the Company sources a significant amount of its products from outside of the United States including from China, Mexico and Canada which may be subject to additional tariffs imposed by the current U.S. administration.
Evolving trade policies could continue to make sourcing products from foreign countries difficult and costly, as the Company sources a significant amount of its products from outside of the United States including from China, Mexico, Canada, Indonesia, Malaysia and Vietnam which may be subject to additional tariffs imposed by the current U.S. administration.
See Notes 7 "Debt" and 9 "Derivative Financial Instruments" of the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K for additional details. The convertible note hedge and warrant transactions may affect the value of the 1.75% Convertible Notes and our common stock.
See Notes 7 "Debt" and 9 "Derivative Financial Instruments" of the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K for additional details. 23 Table of Contents The convertible note hedge and warrant transactions may affect the value of the 1.75% Convertible Notes and our common stock.
The convertible note hedge and warrant transactions are expected 23 Table of Contents generally to reduce the potential dilution upon conversion of the 1.75% Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be.
The convertible note hedge and warrant transactions are expected generally to reduce the potential dilution upon conversion of the 1.75% Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be.
The United States has imposed tariffs and export controls on certain goods and products imported from China, Mexico, Canada and certain other countries, such as plywood, which has resulted in retaliatory tariffs by China and other countries and additional tariffs may be imposed by the current U.S. administration on products imported from China, Mexico and Canada.
The United States has imposed tariffs and export controls on certain goods and products imported from China, Vietnam, Indonesia, Malaysia, Mexico, Canada and certain other countries, such as plywood, which has resulted in retaliatory tariffs by China and other countries and additional tariffs may be imposed by the current U.S. administration on products imported from China, Vietnam, Indonesia, Malaysia, Mexico and Canada.
Approximately 72% of our total assets as of December 31, 2024, were comprised of goodwill, intangible assets, operating lease right-of-use assets and property, plant and equipment. Under generally accepted accounting principles, each of these assets is subject to periodic review and testing to determine whether the asset is recoverable or realizable.
Approximately 71% of our total assets as of December 31, 2025, were comprised of goodwill, intangible assets, operating lease right-of-use assets and property, plant and equipment. Under generally accepted accounting principles, each of these assets is subject to periodic review and testing to determine whether the asset is recoverable or realizable.
In 2024 and 2023, the Company's net sales to the RV industry were approximately 44% and 43%, respectively, of consolidated net sales. While the Company measures its RV market sales against industry-wide wholesale shipment statistics, the underlying health of the RV industry is determined by retail demand.
In 2025 and 2024, the Company's net sales to the RV industry were approximately 45% and 44%, respectively, of consolidated net sales. While the Company measures its RV market sales against industry-wide wholesale shipment statistics, the underlying health of the RV industry is determined by retail demand.
In addition, prices of certain raw materials have historically been volatile and continued to fluctuate in 2024.
In addition, prices of certain raw materials have historically been volatile and continued to fluctuate in 2025.
If we or our suppliers experience additional material data security breaches or fail to detect and appropriately respond to material data 24 Table of Contents security breaches, we could be exposed to costly government enforcement actions and private litigation and our business and operating results could suffer.
If we or our suppliers experience additional material data security breaches or fail to detect and appropriately respond to material data security breaches, we could be exposed to costly government enforcement actions and private litigation and our business and operating results could suffer.
Two customers in the RV market accounted for a combined 29% of our consolidated net sales in 2024. The loss of either of these customers could have a material adverse impact on our operating results and financial condition.
Two customers in the RV market accounted for a combined 28% of our consolidated net sales in 2025. The loss of either of these customers could have a material adverse impact on our operating results and financial condition.
Our operating results would also be adversely affected if, anticipating greater demand than actually develops, we commit to the purchase of more materials than we need, which is more likely to occur in a period of demand uncertainties such as we are currently experiencing. There can be no assurance that we will not encounter these problems in the future.
Our operating results would also be adversely affected if, anticipating greater demand than actually develops, we commit to the purchase of more materials than we need, which is more likely to occur in a period of demand uncertainties such as we are currently experiencing.
In addition, if any of our suppliers seek bankruptcy relief or otherwise cannot continue their business as 16 Table of Contents anticipated, the availability or price of these requirements could be adversely affected.
There can be no assurance that we will not encounter these problems in the future. 16 Table of Contents In addition, if any of our suppliers seek bankruptcy relief or otherwise cannot continue their business as anticipated, the availability or price of these requirements could be adversely affected.
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.
The 1.75% Convertible Notes were also convertible in each calendar quarter beginning with the quarter ended December 31, 2024 based on satisfying this condition in the prior calendar quarter. 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.
The Company currently carries insurance to cover exposure to this type of incident, but this coverage may not be sufficient to cover all potential losses. As cyber threats continue to evolve, we may be required to expend material additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
As cyber threats continue to evolve, we may be required to expend material additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.
We depend on our cash balances, our cash flows from operations, our 2024 Credit Facility and other financing vehicles to finance our operating requirements, capital expenditures and other needs.
We depend on our cash balances, our cash flows from operations, our 2024 Credit Facility and other financing vehicles to finance our operating requirements, capital expenditures and other needs. If a material economic recession occurred, production of RVs, powersports, marine units and manufactured homes could decline materially, resulting in reduced demand for our products.
We rely on free trade agreements and other supply chain initiatives in order to maximize efficiencies relating to product importation. For example, we have historically received benefits from duty-free imports on certain products from certain countries pursuant to the Generalized System of Preferences ("GSP") program.
We rely on free trade agreements and other supply chain initiatives in order to maximize efficiencies relating to product importation.
Some of our competitors have greater financial resources or lower levels of debt or financial leverage and this may enable them to commit larger amounts of capital in response to changing market conditions. Further, competitors may develop innovative new products that could put the Company at a competitive disadvantage.
Further, competitors may develop innovative new products that could put the Company at a competitive disadvantage.
Removed
Although there appears to be continued bipartisan support of the GSP program, the provisions have not been renewed since they expired on December 31, 2020. If the GSP program is not renewed or otherwise made retroactive, we would recognize significant additional duties, and profitability could be negatively impacted.
Added
A decline in our operating results could negatively impact our liquidity.
Removed
If a material economic recession occurred, such as the recession that impacted the economy in 2007-2010, production of RVs, powersports, marine units and manufactured homes could decline materially, resulting in reduced demand for our products. A decline in our operating results could negatively impact our liquidity.
Added
The Company currently carries insurance to cover exposure to this type of incident, but this coverage may not be sufficient to cover all potential 24 Table of Contents losses.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe rely heavily on our supply chain to deliver our products and services to our customers, and a cybersecurity incident at a supplier, subcontractor or third-party partner could materially adversely impact us. 26 Table of Contents Notwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us, but we do ensure all proper cybersecurity protocol and due diligence is applied across the organization.
Biggest changeNotwithstanding the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us, but we do ensure all proper cybersecurity protocol and due diligence is applied across the organization.
To the extent the enterprise risk management process identifies a heightened cybersecurity related risk, "risk owners" are assigned to develop risk mitigation plans, which are then tracked to completion. The process’s annual risk assessment is presented to the Board of Directors.
To the extent the enterprise risk management process identifies a heightened cybersecurity related risk, "risk owners" are assigned to develop risk mitigation plans, which are then tracked to completion.
Added
The process’s annual risk assessment is presented to the Board of Directors. 26 Table of Contents We rely heavily on our supply chain to deliver our products and services to our customers, and a cybersecurity incident at a supplier, subcontractor or third-party partner could materially adversely impact us.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLeased Owned Purpose / Nature: # of Properties Square Footage # of Properties Square Footage Manufacturing 145 8,373,000 34 2,097,000 Distribution 41 1,607,000 6 358,000 Manufacturing & Distribution (shared space) 3 536,000 1 94,000 Corporate & Other 24 117,000 1 35,000 Total 213 10,633,000 42 2,584,000 Pursuant to the terms of the Company’s 2024 Credit Agreement, most of our owned real property is subject to a security interest.
Biggest changeLeased Owned Purpose / Nature: # of Properties Square Footage # of Properties Square Footage Manufacturing 154 8,927,000 37 2,399,000 Distribution 44 1,620,000 6 433,000 Manufacturing & Distribution (shared space) 3 536,000 1 94,000 Corporate & Other 21 104,000 8 45,000 Total 222 11,187,000 52 2,971,000 Pursuant to the terms of the Company’s 2024 Credit Agreement, most of our owned real property is subject to a security interest.
ITEM 2. PROPERTIES Patrick believes the facilities occupied as of December 31, 2024, are adequate for the purposes for which they are currently being used and are well-maintained. The Company may, as part of its strategic operating plan, further consolidate and/or close certain owned facilities and may not renew leases on property with near-term lease expirations.
ITEM 2. PROPERTIES Patrick believes the facilities occupied as of December 31, 2025, are adequate for the purposes for which they are currently being used and are well-maintained. The Company may, as part of its strategic operating plan, further consolidate and/or close certain owned facilities and may not renew leases on property with near-term lease expirations.
Use of our manufacturing and distribution facilities may vary with seasonal, economic, and other business conditions. Our primary corporate office is located in Elkhart, Indiana. In 2024 , the Company operated in 25 states in the U.S., Mexico, China and Canada.
Use of our manufacturing and distribution facilities may vary with seasonal, economic, and other business conditions. Our primary corporate office is located in Elkhart, Indiana. In 2025 , the Company operated in 25 states in the U.S., Mexico, China and Canada.
As of December 31, 2024 , the Company leased approximately 10.6 million square feet of manufacturing, distribution and corporate facilities and owned approximately 2.6 million square feet, as listed below.
As of December 31, 2025 , the Company leased approximately 11.2 million square feet of manufacturing, distribution and corporate facilities and owned approximately 3.0 million square feet, as listed below.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed2 unchanged
Biggest change($) 12/31/2019 12/31/2020 12/31/2021 12/30/2022 12/31/2023 12/31/2024 Patrick Industries, Inc. $ 100.00 $ 132.78 $ 158.95 $ 122.26 $ 207.39 $ 262.33 Peer Group $ 100.00 $ 115.84 $ 145.14 $ 112.44 $ 146.32 $ 114.29 Russell 2000 $ 100.00 $ 118.36 $ 134.57 $ 105.56 $ 121.49 $ 133.66 *The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Biggest changeCompany / Index December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 Patrick Industries, Inc. $ 100.00 $ 119.72 $ 92.10 $ 156.21 $ 197.59 $ 262.21 Peer Group $ 100.00 $ 125.29 $ 97.07 $ 126.32 $ 98.67 $ 111.64 Russell 2000 $ 100.00 $ 114.82 $ 91.35 $ 106.82 $ 119.14 $ 134.40 *The stock price performance included in this graph is not necessarily indicative of future stock price performance.
A number of shares are held in broker and nominee names on behalf of beneficial owners. 27 Table of Contents Dividends In December 2019, the Company's Board of Directors (the "Board") adopted a dividend policy under which it plans to declare regular quarterly cash dividends.
A number of shares are held in broker and nominee names on behalf of beneficial owners. Dividends In December 2019, the Company's Board of Directors (the "Board") adopted a dividend policy under which it plans to declare regular quarterly cash dividends.
This graph assumes an initial investment of $100 (with reinvestment of all dividends) was made in our common stock, in the index and in the peer group on December 31, 2019, and its relative performance is tracked through December 31, 2024.
This graph assumes an initial investment of $100 (with reinvestment of all dividends) was made in our common stock, in the index and in the peer group on December 31, 2020, and its relative performance is tracked through December 31, 2025.
Purchases of Equity Securities by the Issuer Issuer Purchases of Equity Securities for the three months ended December 31, 2024 .
Purchases of Equity Securities by the Issuer Issuer Purchases of Equity Securities for the three months ended December 31, 2025 .
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company's common stock is listed on The NASDAQ Global Stock Market under the symbol PATK. Holders of Common Stock As of February 14, 2025, there were approximately 280 shareholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company's common stock is listed on The NASDAQ Global Stock Market under the symbol PATK. 27 Table of Contents Holders of Common Stock As of February 13, 2026, there were approximately 260 shareholders of record.
The Company paid cash dividends of $1.50 and $1.27 per share, or $50.2 million and $42.1 million in the aggregate, in 2024 and 2023, respectively.
The Company paid cash dividends of $1.67 and $1.50 per share, or $55.3 million and $50.2 million in the aggregate, in 2025 and 2024, respectively.
Period Total Number of Shares Purchased (1) Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) September 30 - October 27, 2024 549 $ 96.14 — $ 77,569,000 October 28 - December 1, 2024 61,098 77.68 60,000 200,000,000 December 2 - December 31, 2024 1,365 55.39 — 200,000,000 Total 63,012 60,000 (1) Amount includes 3,012 shares of common stock purchased by the Company in aggregate in October, November and December 2024 for the sole purpose of satisfying minimum tax withholding obligations of employees upon the vesting of stock awards held by the employees.
Period Total Number of Shares Purchased (1) Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) September 29 - October 26, 2025 — $ — — $ 168,031,000 October 27 - November 30, 2025 1,270 $ 104.94 — $ 168,031,000 December 1 - December 31, 2025 16,822 $ 111.85 — $ 168,031,000 Total 18,092 — (1) Amount reflects shares of common stock purchased by the Company in aggregate in November and December 2025 for the sole purpose of satisfying minimum tax withholding obligations of employees upon the vesting of stock awards held by the employees.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe decrease in operating cash flows is primarily attributable to a decrease in operating assets and liabilities, net of business acquisitions, as a source of cash of $93.3 million, from $98.9 million in 2023 compared to $5.6 million in 2024, a decrease in net income of $4.5 million and an increase in deferred income taxes of $5.9 million, partially offset by increased depreciation and amortization expense of $22.0 million and loss on extinguishment of debt of $2.5 million.
Biggest changeThe increase in operating cash flows is primarily attributable to a $42.0 million increase in deferred income taxes, a $3.7 million increase in depreciation and amortization, a $2.4 million increase in loss on sale of assets, and a $2.3 million increase related to stock based compensation, partially offset by changes in operating assets and liabilities, net of business acquisitions, which represented a source of cash of $5.6 million in 2024 compared to a use of cash of $32.9 million in 2025 as well as a $3.3 million decrease in net income compared to 2024. 35 Table of Contents Investing Activities: Net cash used in investing activities decreased $306.4 million, to $206.5 million in 2025 compared to $512.8 million in 2024 primarily due to a decrease in cash used in business acquisitions, which were $121.7 million in 2025, compared to $411.7 million in 2024, and a $23.3 million decrease in other investing activities, partially offset by a $7.2 million increase in cash used for capital expenditures.
As of December 31, 2024, the Company's existing cash and cash equivalents, cash generated from operations, and available borrowings under its 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 its current cash flow budgets and forecast of short-term and long-term liquidity needs.
As of December 31, 2025, the Company's existing cash and cash equivalents, cash generated from operations, and available borrowings under its 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 its current cash flow budgets and forecast of short-term and long-term liquidity needs.
See Notes 17 "Segment Information" of the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K for additional details. Net sales pertaining to the manufacturing and distribution segments as stated in the table below and in the following discussions include intersegment sales. Gross profit includes the impact of intersegment operating activity.
See Note 17 "Segment Information" of the Notes to Consolidated Financial Statements included elsewhere in this Form 10-K for additional details. Net sales pertaining to the manufacturing and distribution segments as stated in the table below and in the following discussions include intersegment sales. Gross profit includes the impact of intersegment operating activity.
No changes in the year ended December 31, 2024 to provisional fair value estimates of assets acquired and liabilities assumed in acquisitions were material. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop the acquisition date fair value estimates, we could record future impairment charges.
No changes in the year ended December 31, 2025 to provisional fair value estimates of assets acquired and liabilities assumed in acquisitions were material. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop the acquisition date fair value estimates, we could record future impairment charges.
The Company’s reporting units are defined as one level below our operating segments, Manufacturing and Distribution, which are the same as our reportable segments. In evaluating goodwill for impairment, either a qualitative or quantitative assessment is performed. The Company performed a quantitative assessment for all reporting units in 2024.
The Company’s reporting units are defined as one level below our operating segments, Manufacturing and Distribution, which are the same as our reportable segments. In evaluating goodwill for impairment, either a qualitative or quantitative assessment is performed. The Company performed a quantitative assessment for all reporting units in 2025.
Patrick’s results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 along with components of change compared to the prior year that have been omitted under this item can be found in Part II, Item 7.
Patrick’s results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 along with components of change compared to the prior year that have been omitted under this item can be found in Part II, Item 7.
CONSOLIDATED OPERATING RESULTS The following table sets forth the percentage relationship to net sales of certain items on the Company’s consolidated statements of income for the years ended December 31, 2024 and 2023.
CONSOLIDATED OPERATING RESULTS The following table sets forth the percentage relationship to net sales of certain items on the Company’s consolidated statements of income for the years ended December 31, 2025 and 2024.
In addition, we estimate the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired assets could be impaired. 36 Table of Contents
In addition, we estimate the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired assets could be impaired.
The Company regularly evaluates the performance of the manufacturing and distribution segments and allocates resources to them based on a variety of indicators including net sales and operating income. The Company does not measure profitability at the 32 Table of Contents end market (RV, marine, powersports, MH and industrial) level.
The Company regularly evaluates the performance of the manufacturing and distribution segments and allocates resources to them based on a variety of indicators including net sales, gross profit and operating income. The Company does not measure profitability at the end market (RV, marine, powersports, MH and industrial) level.
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 December 31, 2024 and for the fiscal period then ended are as follows: Required Actual Consolidated secured net leverage ratio (12-month period) 2.75 0.40 Consolidated interest coverage ratio (12-month period) 3.00 6.05 In addition, as of December 31, 2024, the Company's consolidated total net leverage ratio (12-month period) was 2.71.
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 December 31, 2025 and for the fiscal period then ended are as follows: Required Actual Consolidated secured net leverage ratio (12-month period) 2.75 0.34 Consolidated interest coverage ratio (12-month period) 3.00 6.63 In addition, as of December 31, 2025, the Company's consolidated total net leverage ratio (12-month period) was 2.62.
The Company’s acquisitions include purchased goodwill and other intangible assets. Goodwill represents the excess of cost over the fair value of the net assets acquired. Other intangible assets acquired are classified as customer relationships, non-compete agreements, patents and trademarks.
Goodwill represents the excess of cost over the fair value of the net assets acquired. Other intangible assets acquired are classified as customer relationships, non-compete agreements, patents and trademarks.
Although management believes that its estimates and assumptions are reasonable, they are based upon information available when they are made. Actual results may differ materially from these estimates under different assumptions or conditions. The Company has identified the following critical accounting policies and estimates: 35 Table of Contents Goodwill and Other Intangible Assets.
Although management believes that its estimates and assumptions are reasonable, they are based upon information available when they are made. Actual results may differ materially from these estimates under different assumptions or conditions. The Company has identified the following critical accounting policies and estimates: Goodwill and Other Intangible Assets. The Company’s acquisitions include purchased goodwill and other intangible assets.
The decrease in the effective tax rate in 2024 is primarily related to increased excess tax benefits on share-based compensation. BUSINESS SEGMENTS The Company's reportable segments, manufacturing and distribution, are based on its method of internal reporting.
The increase in the effective tax rate in 2025 compared to 2024 is primarily related to decreased excess tax benefits on share-based compensation. BUSINESS SEGMENTS The Company's reportable segments, manufacturing and distribution, are based on its method of internal reporting.
Operating income in 2024 and 2023 included $47.2 million and $1.0 million, respectively, from the businesses acquired in each respective year. Operating income as a percentage of net sales decreased 60 basis points to 6.9% in 2024 compared to 7.5% in 2023.
Operating income as a percentage of net sales increased 10 basis points to 7.0% in 2025 compared to 6.9% in 2024. Operating income in 2025 and 2024 included $1.3 million and $47.2 million, respectively, from the businesses acquired in each respective year.
Cash Flows Year Ended December 31, 2024 Compared to 2023 Operating Activities: 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.
Cash Flows Operating Activities: 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.
During the year ended December 31, 2024, combined new housing starts decreased 4% compared to 2023, reflecting a decrease in multifamily housing starts of 25%, partially offset by an increase in single-family housing starts of 6%.
During the year ended December 31, 2025, combined new housing starts decreased 2% compared to 2024, reflecting a decrease in single-family housing starts of 7%, partially offset by an increase in multifamily housing starts of 12%.
Net sales in 2024 increased approximately $247.6 million, or 7%, to $3.72 billion compared to $3.47 billion in 2023. Net sales in 2024 increased due to increased sales to the powersports, RV and MH markets, partially offset by decreased sales to the marine and industrial markets.
Net sales in 2025 increased approximately $235.1 million, or 6%, to $3.95 billion compared to $3.72 billion in 2024. Net sales in 2025 increased due to increased sales to the RV, marine, powersports and industrial markets, partially offset by decreased sales to the MH market.
Fair value is measured using a relief-from-royalty approach, a form of discounted cash flow method. Estimated royalty rates applied to projected revenues are based on comparable industry studies and consideration of operating margins. Discount rates are derived in a manner similar to what is done in testing goodwill for impairment.
Fair value is measured using a relief-from-royalty approach, a form of discounted cash flow method. Estimated royalty rates applied to projected revenues are based on comparable industry studies and consideration of operating margins.
Financing Activities Net cash flows provided by financing activities was $208.2 million in 2024 compared to net cash flows used in financing activities of $333.6 million in 2023.
Financing Activities: Net cash flows used in financing activities was $130.1 million in 2025 compared to net cash flows provided by financing activities of $208.2 million in 2024.
Net sales to the industrial market decreased 1% during the year ended December 31, 2024 compared to 2023. Overall, our revenues in these markets are focused on residential and multifamily housing, hospitality, high-rise housing and office, 30 Table of Contents commercial construction and institutional furniture markets.
Net sales to the industrial market increased 4% during the year ended December 31, 2025 compared to 2024. Overall, our revenues in these markets are focused on residential and multifamily housing, hospitality, high-rise housing and office, commercial construction, institutional furniture markets and other non-housing categories.
In general, the Company's cost of goods sold percentage can be impacted from period-to-period 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. 31 Table of Contents Gross Profit.
In general, the Company's cost of goods sold percentage can be impacted from period-to-period 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. Gross Profit. Gross profit increased $77.0 million or 9%, to $912.9 million in 2025 compared to $835.9 million in 2024.
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 approximately 13% and 14% of the Company's consolidated net sales for the years ended December 31, 2024 and 2023, respectively.
Industrial Market 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. Net sales to the industrial market comprised approximately 13% of the Company's consolidated net sales in both years ended December 31, 2025 and 2024.
Sales to the RV market increased $121.9 million, or 8%, to $1.63 billion in 2024 compared to $1.50 billion in 2023, due to industry volume growth and the Company’s acquisition of ICON Direct LLC which does business as RecPro (“RecPro”) in the third quarter of 2024.
Sales to the RV market increased $150.9 million, or 9%, to $1.78 billion in 2025 31 Table of Contents compared to $1.63 billion in 2024, primarily due to industry volume growth and the Company’s acquisition of ICON Direct LLC, doing business as RecPro (“RecPro”) in the third quarter of 2024.
As a percentage of net sales, cost of goods sold increased 10-basis points during 2024 to 77.5% compared to 77.4% in 2023.
As a percentage of net sales, cost of goods sold decreased 60 basis points during 2025 to 76.9% compared to 77.5% in 2024.
Warehouse and Delivery Expenses. Warehouse and delivery expenses increased $11.9 million, or 8%, to $155.8 million in 2024 compared to $143.9 million in 2023. As a percentage of net sales, warehouse and delivery expenses increased 10 basis points to 4.2% in 2024 compared to 4.1% in 2023.
Warehouse and Delivery Expenses. Warehouse and delivery expenses increased $22.1 million, or 14%, to $178.0 million in 2025 compared to $155.8 million in 2024. As a percentage of net sales, warehouse and delivery expenses increased 30 basis points to 4.5% in 2025 compared to 4.2% in 2024.
In 2024 and 2023 , net sales attributable to acquisitions completed in each of those years was $295.7 million and $17.7 million , respectively. Cost of Goods Sold. Cost of goods sold increased $194.0 million, or 7%, to $2.88 billion in 2024 compared to $2.69 billion in 2023.
In 2025 and 2024, net sales attributable to acquisitions completed in each of t hose years was $44.0 million and $295.7 million , respectively. Cost of Goods Sold. Cost of goods sold increased $158.1 million, or 5%, to $3.04 billion in 2025 compared to $2.88 billion in 2024.
The decrease in gross profit as a percentage of net sales in 2024 compared to 2023 reflects the impact of the factors discussed above under “Cost of Goods Sold”.
As a percentage of net sales, gross profit increased 60 basis points to 23.1% in 2025 compared to 22.5% in 2024. The increase in gross profit as a percentage of net sales in 2025 compared to 2024 reflects the impact of the factors discussed above under “Cost of Goods Sold”.
The decrease in operating income as a percentage of net sales is primarily attributable to the items discussed above. Interest Expense, Net. Interest expense, net, increased $10.5 million, or 15%, to $79.5 million in 2024 compared to $68.9 million in 2023.
The increase in operating income and operating income as a percentage of net sales is primarily attributable to the items discussed above. Interest Expense, Net. Interest expense, net, decreased $5.0 million, or 6%, to $74.5 million in 2025 compared to $79.5 million in 2024.
As of December 31, 2024, our liquidity consisted of cash and cash equivalents of $33.6 million and $770.0 million of availability under our 2024 Credit Facility.
As of December 31, 2025, our liquidity consisted of cash and cash equivalents of $26.4 million and $791.5 million of availability under our 2024 Credit Facility.
Based on the results of the Company's analyses, the estimated fair value of each of the Company's reporting units and trademarks was determined to exceed the carrying value for each of the years ended December 31, 2024, 2023 and 2022 and so no impairments were recognized.
Discount rates are derived in a manner similar to what is done in testing goodwill for impairment. 36 Table of Contents Based on the results of the Company's analyses, the estimated fair value of each of the Company's reporting units and trademarks was determined to exceed the carrying value for each of the years ended December 31, 2025, 2024 and 2023 and so no impairments were recognized.
Sales to the RV market increased 4% compared to 2023, primarily attributable to the Company’s acquisition of RecPro in the third quarter of 2024. Sales to the marine market increased 3% compared to 2023. Sales to the industrial market increased 2% compared to 2023, primarily reflecting product mix shifts by certain customers.
Sales to the RV market increased $25.9 million, or 5%, compared to 2024, primarily attributable to the Company’s acquisition of RecPro in the third quarter of 2024. Sales to the industrial market increased $3.7 million, or 10%, compared to 2024, primarily due to market share gains and product mix shifts by certain customers.
Manufacturing sales increased $103.2 million, or 4%, to $2.76 billion in 2024 compared to $2.65 billion in 2023. The manufacturing segment accounted for approximately 74% of the Company’s consolidated net sales in 2024 compared to approximately 75% of the Company's consolidated net sales in 2023.
Manufacturing segment sales increased $202.4 million, or 7%, to $2.96 billion in 2025 compared to $2.76 billion in 2024. The manufacturing segment accounted for approximately 74% of the Company’s consolidated sales for each of the years ended December 31, 2025 and 2024.
According to Company estimates based on data published by the National Marine Manufacturers Association ("NMMA"), wholesale powerboat unit shipments totaled approximately 143,900 units in 2024, a decrease of 25% compared to 192,300 units in 2023. According to SSI, we estimate marine retail powerboat shipments totaled approximately 165,000 units in 2024, a decrease of 8% from approximately 179,500 units in 2023.
According to Company estimates based on data published by the National Marine Manufacturers Association ("NMMA"), wholesale powerboat unit shipments totaled approximately 140,100 units in 2025, a decrease of 4% compared to 146,000 units in 2024.
As a percentage of sales, gross profit increased 90 basis points 22.9% in 2024 compared to 22.0% in 2023. The increase in gross profit as a percentage of net sales for 2024 is primarily attributed to decreases in material and labor costs as a percentage of net sales. Operating Income.
As a percentage of sales, gross profit increased 190 basis points to 24.8% in 2025 compared to 22.9% in 2024. The increase in manufacturing gross profit is attributable to increased sales. The increase to gross profit as a percentage of sales is attributable to decreased labor and material costs as a percentage of sales. 34 Table of Contents Operating Income.
The increase in 2024 compared to 2023 primarily reflect the impact of the Sportech acquisition as well as other acquisitions completed in 2024 and 2023. Operating Income. Operating income decreased $2.2 million, or 1%, to $258.0 million in 2024 compared to $260.2 million in 2023.
Amortization of intangible assets increased $1.0 million, or 1%, in 2025 compared to 2024. The increase in 2025 compared to 2024 primarily reflects the impact of the RecPro acquisition as well as other acquisitions completed in 2025 and 2024. Operating Income. Operating income increased $17.9 million, or 7%, to $276.0 million in 2025 compared to $258.0 million in 2024.
According to the RV Industry Association (“RVIA”), RV industry wholesale unit shipments totaled approximately 333,700 units in 2024, an increase of 7% from approximately 313,200 units in 2023. According to Statistical Surveys, Inc. ("SSI"), RV industry retail unit sales totaled approximately 352,700 units in 2024, a decrease of 7% from approximately 380,700 units in 2023.
According to the RV Industry Association (“RVIA”), RV industry wholesale unit shipments totaled approximately 342,200 units in 2025, an increase of 3% compared to approximately 333,700 units in 2024. According to Company estimates based on data from Statistical Surveys, Inc.
Net sales to the powersports industry comprised approximately 10% and 4% of the Company's consolidated net sales for the years ended December 31, 2024 and 2023, respectively. Net sales to the powersports industry increased 189% during the year ended December 31, 2024 compared to 2023.
The RV industry is our primary market and comprised 45% and 44% of the Company’s consolidated net sales for the years ended December 31, 2025 and 2024, respectively. Net sales to the RV industry increased 9% for the year ended December 31, 2025 compared to 2024.
Marine Industry Net sales to the marine industry comprised approximately 15% and 23% of the Company's consolidated net sales for the years ended December 31, 2024 and 2023, respectively. Net sales to the marine industry in the year ended December 31, 2024 decreased 27% compared to 2023.
Net sales to the marine industry comprised approximately 15% of the Company's consolidated net sales for each of the years ended December 31, 2025 and 2024. Net sales to the marine industry in the year ended December 31, 2025 increased 6% compared to 2024. Our marine revenue is generally correlated to marine wholesale powerboat unit shipments.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024. 29 Table of Contents EXECUTIVE SUMMARY Overview of Markets and Related Industry Performance Recreational Vehicle ("RV") Industry The RV industry is our primary market and comprised 44% and 43% of the Company’s consolidated net sales for the years ended December 31, 2024 and 2023, respectively.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Form 10-K for the year ended December 31, 2024 filed with the SEC on February 20, 2025. 29 Table of Contents EXECUTIVE SUMMARY Overview of Markets and Related Industry Performance 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.
Sales to the marine market decreased $211.9 million, or 27%, to $570.7 million in 2024 compared to $782.6 million in 2023 primarily attributable to a decrease in estimated powerboat wholesale unit shipments of 25% compared to 2023. Sales to the industrial market decreased $6.5 million, or 1%, compared to 2023.
Sales to the marine market increased $35.7 million, or 6%, to $606.4 million in 2025 compared to $570.7 million in 2024, primarily attributable to acquisitions completed in 2025, partially offset by a decrease in estimated powerboat wholesale unit shipments of 4% compared to 2024.
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. 34 Table of Contents As of and for the reporting period ended December 31, 2024, the Company was in compliance with its financial covenants under the Company’s Fifth Amended and Restated Credit Agreement (the "2024 Credit Agreement").
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.
Cost of goods sold as a percentage of net sales increased in 2024 compared to 2023 primarily as a result of a 50-basis point increase in overhead as a percentage of net sales due to higher research and development costs, partially offset by a 40-basis point decrease in labor as a percentage of net sales.
The decrease in cost of goods sold as a percentage of net sales in 2025 reflects a 50 basis point decrease in labor and 20 basis point decrease in overhead as a percentage of net sales, partially offset by a 10 basis point increase in material as a percentage of net sales.
Manufacturing segment sales in 2024 compared to 2023 increased due to increased sales to the powersports, MH and RV markets, partially offset by decreased sales to the marine and industrial markets. Sales to the powersports market increased 210% in 2024 compared to 2023, primarily attributable to the Company’s acquisition of Sportech in the first quarter of 2024.
Manufacturing segment sales in 2025 compared to 2024 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 $125.0 million, or 11%, compared to 2024, due to an increase in estimated wholesale units of 3% compared to 2024.
For 2024 and 2023, distribution segment sales attributable to acquisitions completed in each of those years were $20.3 million and $14.1 million, respectively. Gross Profit. Distribution segment gross profit increased $29.4 million, or 15%, to $224.9 million in 2024 compared to $195.5 million in 2023.
Sales to the marine market decreased $0.3 million, or 1%, compared to 2024. For 2024, distribution segment sales attributable to acquisitions completed in 2024 were $20.3 million. Gross Profit. Distribution segment gross profit increased $26.6 million, or 12%, to $251.4 million in 2025 compared to $224.9 million in 2024.
The increase in warehouse and delivery expenses in 2024 compared to 2023 is primarily attributable to the increase in sales, and the increase as a percentage of net sales is primarily related to an increase in certain expenses that are fixed in nature, including fleet and insurance expenses. Selling, General and Administrative ("SG&A") Expenses.
The increase in warehouse and delivery expenses in 2025 compared to 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. Selling, General and Administrative ("SG&A") Expenses. SG&A expenses increased $35.8 million, or 11%, to $361.6 million in 2025 compared to $325.8 million in 2024.
Net sales to the MH industry increased 20% during the year ended December 31, 2024 compared to 2023. MH sales are generally correlated to MH industry wholesale unit shipments.
Net sales to the MH industry comprised approximately 17% and 18% of the Company's consolidated net sales for the years ended December 31, 2025 and 2024, respectively. Net sales to the MH industry decreased less than 1% during the year ended December 31, 2025 compared to 2024. MH sales are generally correlated to MH industry wholesale unit shipments.
Net cash provided by operating activities decreased $81.9 million, or 20%, to $326.8 million in 2024 compared to $408.7 million in 2023.
Net cash provided by operating activities increased $2.6 million, or 1%, to $329.4 million in 2025 compared to $326.8 million in 2024.
The change in cash flow from financing activities was primarily due to net borrowings of $100 million under the Revolver due 2029 and proceeds from the issuance of $500 million aggregate principal amount of 6.375% Senior Notes in 2024 and compared to cash used in 2023 to redeem the $172.5 million 1.00% Convertible Senior Notes due 2023, partially offset by the redemption of the $300 million 7.50% Senior Notes in 2024.
The change in financing cash flows primarily reflects proceeds from the issuance of $500 million of 6.375% Senior Notes in 2024, partially offset by the redemption of $300 million of 7.50% Senior Notes in 2024 and a $125.0 million decrease in financing cash flows related to the Revolver due 2029 compared to 2024. Off-Balance Sheet Arrangements None.
SG&A expenses increased $26.3 million, or 9%, to $325.8 million in 2024 compared to $299.4 million in 2023. As a percentage of net sales, SG&A expenses were 8.8% in 2024 and 8.6% in 2023.
As a percentage of net sales, SG&A expenses increased 40 basis points to 9.2% in 2025 compared to 8.8% in 2024.
The increase in SG&A expenses as a percentage of net sales in 2024 compared to 2023 is primarily attributable to the Sportech acquisition-related costs, increased technology expenses and deferred financing costs write-off mentioned above, partially offset by decreased incentive compensation, wages and insurance expenses.
The increase in SG&A expenses as a percentage of net sales in 2025 compared to 2024 is primarily due to increased incentive compensation, selling expenses, technology expenses, and loss on sales of assets, partially offset by decreased professional fees. 32 Table of Contents Amortization of Intangible Assets.
According to Company estimates based on industry data from the Manufactured Housing Institute, MH industry wholesale unit shipments totaled approximately 103,300 units in 2024, an increase of 16% compared to 89,200 units in 2023, primarily driven by OEMs increasing production from significantly reduced levels in 2023 in anticipation of a recovery in demand.
Based on industry data from the Manufactured Housing Institute, MH industry wholesale unit shipments totaled 102,700 units in 2025, a decrease of 1% compared to approximately 103,300 units in 2024.
Year Ended December 31, $ Change % Change ($ in thousands) 2024 2023 Net sales $ 3,715,683 100.0 % $ 3,468,045 100.0 % $ 247,638 7 % Cost of goods sold 2,879,793 77.5 2,685,812 77.4 193,981 7 Gross profit 835,890 22.5 782,233 22.6 53,657 7 Warehouse and delivery expenses 155,821 4.2 143,921 4.1 11,900 8 Selling, general and administrative expenses 325,754 8.8 299,418 8.6 26,336 9 Amortization of intangible assets 96,275 2.6 78,694 2.3 17,581 22 Operating income 258,040 6.9 260,200 7.5 (2,160) (1) Interest expense, net 79,470 2.1 68,942 2.0 10,528 15 Income taxes 40,169 1.1 48,361 1.5 (8,192) (17) Net income $ 138,401 3.7 $ 142,897 4.1 $ (4,496) (3) Year Ended December 31, 2024 Compared to 2023 Net Sales.
Year Ended December 31, $ Change % Change ($ in thousands) 2025 2024 Net sales $ 3,950,773 100.0 % $ 3,715,683 100.0 % $ 235,090 6 % Cost of goods sold 3,037,913 76.9 % 2,879,793 77.5 % 158,120 5 % Gross profit 912,860 23.1 % 835,890 22.5 % 76,970 9 % Warehouse and delivery expenses 177,969 4.5 % 155,821 4.2 % 22,148 14 % Selling, general and administrative expenses 361,588 9.2 % 325,754 8.8 % 35,834 11 % Amortization of intangible assets 97,314 2.5 % 96,275 2.6 % 1,039 1 % Operating income 275,989 7.0 % 258,040 6.9 % 17,949 7 % Interest expense, net 74,507 1.9 % 79,470 2.1 % (4,963) (6) % Other expenses 24,420 0.6 % — — % 24,420 N/A Income taxes 42,006 1.1 % 40,169 1.1 % 1,837 5 % Net income $ 135,056 3.4 % $ 138,401 3.7 % $ (3,345) (2) % Year Ended December 31, 2025 Compared to 2024 Net Sales.
Manufacturing segment operating income increased $19.9 million, or 6%, to $341.0 million in 2024 compared to $321.1 million in 2023. Manufacturing segment operating income in 2024 attributable to acquisitions completed in such year was approximately $46.5 million and manufacturing segment operating loss in 2023 attributable to acquisitions completed in such year was $(0.6) million.
Manufacturing segment operating income in 2025 attributable to acquisitions completed during the year was approximately $1.3 million compared to manufacturing segment operating income of $46.5 million in 2024 attributable to acquisitions completed during that year. Distribution Sales. Distribution segment sales increased $34.2 million, or 3%, to $1.01 billion in 2025 compared to $980.1 million in 2024.
Sales to the marine market decreased 29% compared to 2023, primarily attributable to a decrease in estimated powerboat wholesale unit shipments of 25%. Sales to the industrial market decreased 2% compared to 2023. For 2024 and 2023, manufacturing segment sales attributable to acquisitions completed in each of those years were $275.4 million and $3.6 million, respectively. Gross Profit.
For 2025 and 2024, manufacturing segment sales attributable to acquisitions completed in each of those years were $44.0 million and $275.4 million, respectively. Gross Profit. Manufacturing segment gross profit increased $43.6 million, or 7%, to $656.2 million in 2025 compared to $612.6 million in 2024. As a percentage of sales, gross profit was 22.2% in both 2025 and 2024.
The distribution segment accounted for approximately 26% of the Company’s consolidated net sales for 2024 compared to 25% of the Company's consolidated net sales in 2023. Distribution segment sales in 2024 compared to 2023 increased due to increased sales to all five of our end markets.
The distribution segment accounted for approximately 26% of the Company’s consolidated net sales for each of the years ended December 31, 2025 and 2024. Distribution segment sales in 2025 compared to 2024 increased due to increased sales to the RV, industrial, powersports and MH markets, partially offset by decreased sales to the marine market.
Following a dealer inventory restocking in the first half of 2024, OEMs reduced production slightly in the second half of 2024 as retail demand decreased, with dealers managing inventory levels and the OEMs demonstrating operating discipline to maintain a balanced inventory channel for the long-term health and stability of the industry.
Following a dealer inventory restocking in the first half of 2024, OEMs reduced production levels slightly in the second half of the year as dealers actively managed inventory levels as retail demand softened. In 2025, dealer inventory dynamics continued to normalize, with inventory reductions moderating as dealer inventory levels moved closer to targeted levels.
Sales to the MH market increased $113.9 million, or 20%, to $682.1 million in 2024 compared to $568.2 million in 2023, primarily due to an increase in estimated MH industry wholesale unit shipments of approximately 16%.
Sales to the MH market decreased $0.6 million, or less than 1%, to $681.5 million in 2025 compared to $682.1 million in 2024, due to a decrease in MH industry wholesale unit shipments of 1% compared to 2024.
The increase in SG&A expenses in 2024 compared to 2023 is primarily due to increased wages, $5.0 million of transaction costs associated with the acquisition of Sportech, increased technology expenses and the $2.5 million write-off of deferred financing costs due to early payment debt, partially offset by decreased incentive compensation and insurance expenses.
The increase in SG&A expenses in 2025 compared to 2024 is primarily due to the cost profile of certain 2024 acquisitions, increased wages, incentive compensation, selling expenses, technology expenses, and loss on sales of assets, partially offset by decreased professional fees.
The increase in gross profit as a percentage of sales in 2024 compared to 2023 is attributable to decreases in material and labor costs as a percentage of sales, partially offset by increased overhead costs as a percentage of sales. Operating Income.
The increase in operating income is attributable to increased sales. The decrease to operating income as a percentage of sales is primarily related to an increase in selling, general and administrative expenses as a percentage of sales.
Income tax expense decreased $8.2 million, or 17%, to $40.2 million in 2024 compared to $48.4 million in 2023 as a result of the decrease in pre-tax income and a decrease in the effective tax rate. For 2024, the effective tax rate was 22.5% compared to 25.3% in 2023.
Income tax expense increased $1.8 million, or 5%, to $42.0 million in 2025 compared to $40.2 million in 2024. This increase primarily reflects an increase in the effective tax rate to 23.7% in 2025 compared to 22.5% in 2024, partially offset by a decrease in income before taxes of $1.5 million.
Distribution segment operating income increased $14.6 million, or 16%, to $104.7 million in 2024 compared to $90.1 million in 2023. For 2024 and 2023 distribution segment operating income attributable to acquisitions completed in each of those years was immaterial. The increase in operating income in 2024 primarily reflects the items discussed above.
The decrease in operating income and operating income as a percentage of sales is attributable to the items discussed above, as well as an increase in operating expenses and operating expenses as a percentage of sales. Distribution segment operating income in 2024 attributable to acquisitions completed during the year was immaterial.
Manufacturing segment gross profit increased $35.3 million, or 6%, to $612.6 million in 2024 compared to $577.3 million in 2023. As a percentage of sales, gross profit increased 40 basis points to 22.2% in 2024 compared to 21.8% in 2023.
The increase in manufacturing gross profit is attributable to increased sales. Operating Income. Manufacturing segment operating income increased $17.1 million, or 5%, to $358.0 million in 2025 compared to $341.0 million in 2024. As a percentage of sales, operating income decreased 30 basis points to 12.1% in 2025 compared to 12.4% in 2024.
Gross profit increased $53.7 million or 7%, to $835.9 million in 2024 compared to $782.2 million in 2023. As a percentage of net sales, gross profit decreased to 22.5% in 2024 compared to 22.6% in 2023.
Distribution segment operating income decreased $1.7 million, or 2%, to $103.0 million in 2025 compared to $104.7 million in 2024. As a percentage of sales, operating income decreased 50 basis points to 10.2% in 2025 compared to 10.7% in 2024.
Powersports Industry Through acquisitions completed in recent years, the Company entered the powersports end market. Previously, our sales to the powersports end market were included in the Company’s marine end market sales.
According to SSI, we estimate marine retail powerboat shipments totaled approximately 152,300 units in 2025, a decrease of 8% compared to approximately 165,200 units in 2024. Powersports Industry Through acquisitions completed in recent years, the Company entered the powersports end market.
The Company's sales to the powersports market increased $230.3 million, or 189%, in 2024 compared to 2023, primarily attributable to the Company’s acquisition of Sportech in the first quarter of 2024.
The Company's sales to the powersports market increased $31.9 million, or 9%, in 2025 compared to 2024, primarily attributable to the continued growth of Patrick's attachment rates on premium utility vehicles and a recovery in utility vehicle wholesale unit shipments.
Sales to the MH market increased 23% compared to 2023, primarily due to an increase in estimated MH industry wholesale unit shipments of approximately 16%. Sales to the powersports market increased 6% compared to 2023, primarily attributable to product mix shifts by certain customers.
Sales to the industrial market increased $17.2 million, or 4%, in 2025 compared to 2024, primarily attributable to market share gains and product mix shifts by certain customers.
Removed
Net sales to the RV industry increased 8% for the year ended December 31, 2024 compared to 2023.
Added
The principal types of recreational vehicles include (1) towables: conventional travel trailers, fifth wheels, folding camping trailers, and truck campers; and (2) motorized: class A (large motor homes), class B (van campers), and class C (small-to-mid size motor homes).
Removed
The decrease in net sales to the marine industry was in line with the decrease in wholesale powerboat unit shipments. Our marine revenue is generally correlated to marine wholesale powerboat unit shipments.
Added
("SSI"), RV industry retail unit sales totaled approximately 348,700 units in 2025, a decrease of 2% compared to approximately 354,400 units in 2024. Marine Industry The Company’s sales to the marine industry are primarily focused on the powerboat sector of the market which is comprised of four main categories: fiberglass, aluminum fishing, pontoon and ski & wake.
Removed
Effective with the first quarter of 2024, powersports net sales are being reported separately after the January 2024 acquisition of Sportech, LLC (“Sportech”), as disclosed in Note 2 "Revenue Recognition" of the Notes to Consolidated Financial Statements included herein.
Added
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. Our powersports business is primarily focused on the utility and premium segments of the side-by-side market, which have been outperforming the more discretionary recreational segment.
Removed
The increase in net sales for this period is primarily attributable to the Company's acquisition of Sportech in January 2024. Manufactured Housing ("MH") Industry Net sales to the MH industry comprised approximately 18% and 16% of the Company's consolidated net sales for the years ended December 31, 2024 and 2023, respectively.
Added
We also participate in the motorcycle and golf cart segments of the market. OEMs and dealers are actively managing field inventory levels to align dealer inventories with retail demand. Net sales to the powersports industry comprised approximately 10% of the Company's consolidated net sales for each of the years ended December 31, 2025 and 2024.
Removed
We estimate that approximately 75% to 85% of our industrial business is directly tied to the residential housing market, with the remaining industrial sales tied to the non-residential and commercial markets.
Added
Net sales to the powersports industry increased 9% during the year ended December 31, 2025 compared to 2024. 30 Table of Contents 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.
Removed
Additionally, certain 2023 and 2024 acquisitions operate with comparatively higher SG&A as a percentage of sales when compared to the consolidated percentage. Amortization of Intangible Assets. Amortization of intangible assets increased $17.6 million, or 22%, in 2024 compared to 2023.
Added
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.
Removed
The increase primarily reflects interest associated with the issuance of our 6.375% Senior Notes due 2032 (the “6.375% Senior Notes”) in October 2024, higher debt levels and higher interest rates on our term loan and revolver balances. Income Taxes.
Added
Cost of goods sold as a percentage of net sales decreased in 2025 compared to 2024 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is set forth in Item 15(a)(1) of Part IV of this Annual Report on Form 10-K.
Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is set forth in Item 15(a)(1) of Part IV of this Annual Report on Form 10-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Debt Obligations As of December 31, 2024, our total debt obligations under our 2024 Credit Agreement were under Secured Overnight Financing Rate Data ("SOFR")-based interest rates.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Debt Obligations As of December 31, 2025, our total debt obligations under our 2024 Credit Agreement were under Secured Overnight Financing Rate Data ("SOFR")-based interest rates.
Prices of certain commodities have historically been volatile and continued to fluctuate in 2024. During periods of volatile commodity prices, we have generally been able to pass both price increases and decreases to our customers in the form of price adjustments.
Prices of certain commodities have historically been volatile and continued to fluctuate in 2025. During periods of volatile commodity prices, we have generally been able to pass both price increases and decreases to our customers in the form of price adjustments.
We do not believe that commodity price volatility had a material effect on results of operations for the periods presented. Equity Price Risk The fair value of the 1.75% Convertible Notes is subject to market risk and other factors due to the conditional conversion feature.
We do not believe that commodity price volatility had a material effect on results of operations for the periods presented. 37 Table of Contents Equity Price Risk The fair value of the 1.75% Convertible Notes is subject to market risk and other factors due to the conditional conversion feature.
A 100-basis point increase in the underlying SOFR rates would result in additional annual interest cost of approximately $2.2 million, assuming average borrowings during 2024, including the Revolver due 2029 and Term Loan due 2029, subject to variable rates were equal to the amount of such borrowings outstanding as of December 31, 2024, or $223.4 million, excluding deferred financing costs related to the Revolver due 2029 and Term Loan due 2029.
A 100 basis point increase in the underlying SOFR rates would result in additional annual interest cost of approximately $1.9 million, assuming average borrowings during 2025, including the Revolver due 2029 and Term Loan due 2029, subject to variable rates were equal to the amount of such borrowings outstanding as of December 31, 2025, or $192.2 million, excluding deferred financing costs related to the Revolver due 2029 and Term Loan due 2029.

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