SEC Form 10-Q filed by Patrick Industries Inc.

8/7/25 8:21:19 AM ET

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patk-20250629

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 29, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ……………… to ………………

Commission file number 000-03922

PATRICK INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Indiana			35-1057796
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


107 W. Franklin St.
Elkhart, IN						46516
(Address of principal executive offices)						(ZIP Code)

(574) 294-7511

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, no par value	PATK	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2025, there were 33,278,676 shares of the registrant’s common stock outstanding.

PATRICK INDUSTRIES, INC.

Table of Contents


		Page
	Part I. Financial Information
Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Income for the Three and Six Months ended June 29 , 2025 and June 30 , 2024 (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months ended June 29 , 2025 and June 30 , 2024 (Unaudited)	4
	Condensed Consolidated Balance Sheets as of June 29 , 2025 (Unaudited) and December 31, 2024	5
	Condensed Consolidated Statements of Cash Flows for the Six Months ended June 29 , 2025 and June 30 , 2024 (Unaudited)	6
	Condensed Consolidated Statements of Shareholders' Equity for the Three and Six Months ended June 29 , 2025 and June 30 , 2024 (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Proceeds	35
	Part II. Other Information
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		38


	Second Quarter Ended				Six Months Ended
($ and shares in thousands, except per share data)	June 29, 2025		June 30, 2024		June 29, 2025		June 30, 2024
Net sales	$	1,047,554	$	1,016,624	$	2,050,974	$	1,950,116
Cost of goods sold	796,922		785,330		1,571,751		1,513,967
Gross profit	250,632		231,294		479,223		436,149

Operating expenses:
Warehouse and delivery	46,075		38,739		90,657		76,188
Selling, general and administrative	93,206		83,588		187,137		168,834
Amortization of intangible assets	24,629		24,278		49,138		47,096
Total operating expenses	163,910		146,605		326,932		292,118
Operating income	86,722		84,689		152,291		144,031
Interest expense, net	18,869		20,343		37,981		40,433
Other expenses	24,420		—		24,420		—
Income before income taxes	43,433		64,346		89,890		103,598
Income taxes	10,997		16,462		19,216		20,621
Net income	$	32,436	$	47,884	$	70,674	$	82,977

Basic earnings per common share (1)	$	1.00	$	1.47	$	2.17	$	2.55
Diluted earnings per common share (1)	$	0.96	$	1.44	$	2.07	$	2.50

Weighted average shares outstanding – Basic (1)	32,520		32,586		32,595		32,533
Weighted average shares outstanding – Diluted (1)	33,823		33,254		34,116		33,187


	Second Quarter Ended				Six Months Ended
($ in thousands)	June 29, 2025		June 30, 2024		June 29, 2025		June 30, 2024
Net income	$	32,436	$	47,884	$	70,674	$	82,977
Other comprehensive (loss) income, net of tax:

Foreign currency translation (loss) gain	(6)		3		(2)		(29)
Total other comprehensive (loss) income	(6)		3		(2)		(29)
Comprehensive income	$	32,430	$	47,887	$	70,672	$	82,948


	(Unaudited)
($ in thousands)	June 29, 2025		December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	21,974	$	33,561
Trade and other receivables, net	270,135		178,206
Inventories	554,631		551,617
Prepaid expenses and other	53,218		59,233
Total current assets	899,958		822,617
Property, plant and equipment, net	406,871		384,903
Operating lease right-of-use assets	190,588		200,697
Goodwill	801,785		797,236
Intangible assets, net	766,309		802,889
Other non-current assets	13,701		12,612
Total assets	$	3,079,212	$	3,020,954
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	6,250	$	6,250
Current operating lease liabilities	55,186		53,697
Accounts payable	284,510		187,915
Accrued liabilities	114,376		105,753
Total current liabilities	460,322		353,615
Long-term debt, less current maturities, net	1,266,298		1,311,684
Long-term operating lease liabilities	139,686		151,026
Deferred tax liabilities, net	53,564		61,346
Other long-term liabilities	16,233		14,917
Total liabilities	1,936,103		1,892,588
Shareholders' equity
Preferred shares, no par value per share, 1,000,000 shares authorized, none issued and outstanding	—		—
Common stock, no par value per share, 60,000,000 shares authorized, 33,278,676 and 33,567,048 issued and outstanding as of June 29, 2025 and December 31, 2024, respectively	202,765		202,353

Accumulated other comprehensive loss	(928)		(926)
Retained earnings	941,272		926,939
Total shareholders' equity	1,143,109		1,128,366
Total liabilities and shareholders' equity	$	3,079,212	$	3,020,954


	Second Quarter Ended June 29, 2025
($ in thousands)	Common Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Total
Balance at March 30, 2025	$	198,408	$	(922)	$	943,782	$	1,141,268
Net income	—		—		32,436		32,436
Dividends declared	—		—		(13,164)		(13,164)
Other comprehensive income, net of tax	—		(6)		—		(6)
Stock repurchases under buyback program	(1,676)		—		(21,782)		(23,458)
Repurchase of shares for tax payments related to the vesting and exercising of share-based grants	(18)		—		—		(18)

Stock-based compensation expense	6,051		—		—		6,051
Balance at June 29, 2025	$	202,765	$	(928)	$	941,272	$	1,143,109


	Second Quarter Ended June 30, 2024
($ in thousands)	Common Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Total
Balance at March 31, 2024	$	193,930	$	(1,031)	$	865,637	$	1,058,536
Net income	—		—		47,884		47,884
Dividends declared	—		—		(12,127)		(12,127)
Other comprehensive income, net of tax	—		3		—		3

Repurchase of shares for tax payments related to the vesting and exercising of share-based grants	(95)		—		—		(95)
Issuance of shares upon exercise of common stock options	21		—		—		21
Stock-based compensation expense	4,282		—		—		4,282
Balance at June 30, 2024	$	198,138	$	(1,028)	$	901,394	$	1,098,504


	Six Months Ended June 29, 2025
($ in thousands)	Common Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Total
Balance at December 31, 2024	$	202,353	$	(926)	$	926,939	$	1,128,366
Net income	—		—		70,674		70,674
Dividends declared	—		—		(26,649)		(26,649)
Other comprehensive loss, net of tax	—		(2)		—		(2)
Stock repurchases under buyback program	(2,277)		—		(29,692)		(31,969)
Repurchases of shares for tax payments related to the vesting and exercise of share-based grants	(8,611)		—		—		(8,611)

Stock-based compensation expense	11,300		—		—		11,300
Balance at June 29, 2025	$	202,765	$	(928)	$	941,272	$	1,143,109


	Six Months Ended June 30, 2024
($ in thousands)	Common Stock		Accumulated Other Comprehensive Loss		Retained Earnings		Total
Balance at December 31, 2023	$	203,258	$	(999)	$	843,078	$	1,045,337
Net income	—		—		82,977		82,977
Dividends declared	—		—		(24,661)		(24,661)
Other comprehensive loss, net of tax	—		(29)		—		(29)

Repurchases of shares for tax payments related to the vesting and exercise of share-based grants	(14,883)		—		—		(14,883)
Issuance of shares upon exercise of common stock options	21		—		—		21
Stock-based compensation expense	9,742		—		—		9,742
Balance at June 30, 2024	$	198,138	$	(1,028)	$	901,394	$	1,098,504


	As of
	June 29, 2025		December 31, 2024
Percentage of trade receivables, net:
Customer 2	11	%	8	%


	Second Quarter Ended June 29, 2025
($ in thousands)	Manufacturing		Distribution		Total
Market type:
Recreational Vehicle	$	331,269	$	148,006	$	479,275
Marine	144,407		12,085		156,492
Powersports	91,719		4,659		96,378
Manufactured Housing	81,537		100,910		182,447
Industrial	122,739		10,223		132,962
Total	$	771,671	$	275,883	$	1,047,554


	2025 Acquisitions		2024 Acquisitions
($ in thousands)	Total		Sportech		All Others		Total
Consideration:
Cash, net of cash acquired	$	43,847	$	319,073	$	96,998	$	416,071


Contingent consideration (1)	1,800		—		2,030		2,030
Total consideration	$	45,647	$	319,073	$	99,028	$	418,101

Assets Acquired:
Trade receivables	$	3,049	$	21,587	$	2,256	$	23,843
Inventories	7,669		20,611		19,010		39,621
Prepaid expenses & other	346		1,719		4,138		5,857
Property, plant & equipment	28,032		18,766		7,021		25,787
Operating lease right-of-use assets	—		15,096		1,284		16,380
Identifiable intangible assets:
Customer relationships	8,400		152,000		17,560		169,560
Non-compete agreements	400		2,000		2,375		4,375
Patents and developed technology	1,200		17,500		600		18,100
Trademarks	900		20,500		8,000		28,500
Liabilities Assumed:
Current portion of operating lease obligations	—		(1,437)		(585)		(2,022)
Accounts payable & accrued liabilities	(8,376)		(32,398)		(4,313)		(36,711)
Operating lease obligations	—		(13,658)		(699)		(14,357)
Deferred tax liabilities	—		(21,288)		—		(21,288)
Total fair value of net assets acquired	41,620		200,998		56,647		257,645
Goodwill (2)	4,027		118,075		42,381		160,456

Total purchase price allocation	$	45,647	$	319,073	$	99,028	$	418,101


($ in thousands)	June 29, 2025		December 31, 2024
Raw materials	$	306,433	$	292,730
Work in process	18,542		18,157
Finished goods	105,856		103,318
Less: reserve for inventory excess and obsolescence	(19,080)		(16,456)
Total manufactured goods, net	411,751		397,749
Materials purchased for resale (distribution products)	152,799		161,492
Less: reserve for inventory excess and obsolescence	(9,919)		(7,624)
Total materials purchased for resale (distribution products), net	142,880		153,868
Total inventories	$	554,631	$	551,617


Expected term	9 years
Expected volatility	24	%
Risk-free interest rate	4.25	%
Dividend yield	1.77	%


($ in thousands)	June 29, 2025		December 31, 2024
Long-term debt:
Term loan due 2029	$	121,875	$	123,438
Revolver due 2029	55,000		100,000
1.75% convertible notes due 2028	258,725		258,750
4.75% senior notes due 2029	350,000		350,000
6.375% senior notes due 2032	500,000		500,000
Total debt	1,285,600		1,332,188
Less: convertible notes deferred financing costs, net	(3,422)		(3,915)
Less: term loan deferred financing costs, net	(486)		(543)
Less: senior notes deferred financing costs, net	(9,144)		(9,796)
Less: current maturities of long-term debt	(6,250)		(6,250)
Total long-term debt, less current maturities, net	$	1,266,298	$	1,311,684


	June 29, 2025						December 31, 2024
($ in millions)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3


1.75% convertible notes due 2028 (1)	$	—	$	376.5	$	—	$	—	$	351.3	$	—
4.75% senior notes due 2029 (1)	$	—	$	339.3	$	—	$	—	$	330.3	$	—
6.375% senior notes due 2032 (1)	$	—	$	500.4	$	—	$	—	$	485.0	$	—
Term loan due 2029 (1) (2)	$	—	$	121.9	$	—	$	—	$	123.4	$	—
Revolver due 2029 (1) (2)	$	—	$	55.0	$	—	$	—	$	100.0	$	—
Contingent consideration (3)	$	—	$	—	$	3.8	$	—	$	—	$	3.6


	Second Quarter Ended				Six Months Ended
($ in thousands, except per share data)	June 29, 2025		June 30, 2024		June 29, 2025		June 30, 2024
Revenue	$	1,047,554	$	1,047,272	$	2,057,427	$	2,035,596
Net income	$	32,436	$	48,556	$	70,169	$	84,098
Basic earnings per common share	$	1.00	$	1.49	$	2.15	$	2.59
Diluted earnings per common share	$	0.96	$	1.46	$	2.06	$	2.53


	Second Quarter Ended				Six Months Ended
($ in millions, except average price data)	June 29, 2025		June 30, 2024		June 29, 2025		June 30, 2024
Shares repurchased	277,849		—		377,612		—
Average price	$	84.43	$	—	$	84.66	$	—
Aggregate cost	$	23.5	$	—	$	32.0	$	—


	Second Quarter Ended								Amount Change		% Change
($ in thousands)	June 29, 2025				June 30, 2024
Net sales	$	1,047,554	100.0	%	$	1,016,624	100.0	%	$	30,930	3	%
Cost of goods sold	796,922		76.1	%	785,330		77.2	%	11,592		1	%
Gross profit	250,632		23.9	%	231,294		22.8	%	19,338		8	%
Warehouse and delivery expenses	46,075		4.4	%	38,739		3.8	%	7,336		19	%
Selling, general and administrative expenses	93,206		8.9	%	83,588		8.2	%	9,618		12	%
Amortization of intangible assets	24,629		2.4	%	24,278		2.4	%	351		1	%
Operating income	86,722		8.3	%	84,689		8.3	%	2,033		2	%
Interest expense, net	18,869		1.8	%	20,343		2.0	%	(1,474)		(7)	%
Other expenses	24,420		2.3	%	—		—	%	24,420		N/A
Income taxes	10,997		1.0	%	16,462		1.6	%	(5,465)		(33)	%
Net income	$	32,436	3.1	%	$	47,884	4.7	%	$	(15,448)	(32)	%


	Required	Actual
Consolidated secured net leverage ratio (12-month period)	2.75	0.31
Consolidated interest coverage ratio (12-month period)	3.00	6.62


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)
March 31 - April 27, 2025	107,711	$	77.73	107,711	$	183,117,000
April 28 - June 1, 2025	2,323	$	82.53	2,100	$	182,943,000
June 2 - June 29, 2025	168,038	$	88.74	168,038	$	168,031,000
	278,072			277,849


Exhibits (1)			Description
31.1			Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer
31.2			Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer
32			Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer and Chief Financial Officer
101			Interactive Data Files. The following materials are filed electronically with this Quarterly Report on Form 10-Q:


			101.INS			Inline XBRL Instance Document
			101.SCH			Inline XBRL Taxonomy Schema Document
			101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document
			101.DEF			Inline XBRL Taxonomy Definition Linkbase Document
			101.LAB			Inline XBRL Taxonomy Label Linkbase Document
			101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document


104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



Date: August 7, 2025	By:	/s/ Andrew C. Roeder
		Andrew C. Roeder
		Executive Vice President - Finance, Chief Financial Officer, and Treasurer



Date: August 7, 2025	By:	/s/ Matthew S. Filer
		Matthew S. Filer
		Senior Vice President - Finance and Chief Accounting Officer

SEC Form 10-Q filed by Patrick Industries Inc.

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