LCII 3 03/01/30 Filings — Lci Industries

LCII 3 03/01/30 Filings — Lci Industries - FilingSpy

10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗

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Management's Discussion and Analysis

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's Condensed Consolidated Financial Statements and Notes thereto included in Item 1 of Part I of this report, as well as the Company's Annual Report on Form 10-K for the year ended December 31, 2025. LCI Industries ("LCII" and collectively with its subsidiaries, the "Company," the "Registrant," "we," "us," or "our"), through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), is a global leader in supplying engineered components to the outdoor recreation, transportation, marine, and housing industries. In addition to serving original equipment manufacturers ("OEMs"), we also cater to aftermarket needs, selling through retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms. Our diverse portfolio of innovative and high-quality products includes: •Chassis and Suspension Solutions: Steel chassis, axles, anti-lock braking systems ("ABS"), and suspension systems •Furniture Solutions: Furniture for RV, marine and other markets, and mattresses •Window and Glass Solutions: Vinyl, aluminum, and frameless windows, and windshields •Appliance and Kitchen Solutions: Air conditioners, tankless water heaters, appliances, electronic components, televisions, and thermoformed bath and kitchen products •Towing and Truck Accessories: Hitches, pin boxes, grill guards, towing electrical, and towing and truck accessories •Doors, Steps, and Awnings: Entry, luggage, patio, and ramp doors, electric and manual entry steps, and awnings •Leveling, Stabilization, and Slide-outs: Stabilizer/leveling systems (manual, electric, and hydraulic), and slide-out solutions At June 30, 2026, we operated over 100 manufacturing facilities located throughout North America and Europe, supporting key industries such as recreational vehicles ("RVs"), transportation, marine, and housing. Our core manufacturing competencies include: •Metal fabrication and welding •Glass fabrication •Furniture manufacturing •Electronics •Lamination •Power & motion systems •E-Coating and powder coating •Plastics Forming •Appliances We operate in two primary segments: OEM and Aftermarket. Together, these segments leverage our manufacturing competencies, leadership expertise, customer relationships, and market insights to drive efficiencies and innovation that enable us to maintain a leading position in the RV market while continuing to expand in adjacent industries and aftermarket channels. Intersegment sales are insignificant. See Note 12 of the Notes to Condensed Consolidated Financial Statements for further information regarding our segments. OEM Segment: Our OEM Segment services leading OEMs in RV, transportation, marine, and housing markets. Our strategically located manufacturing and distribution facilities across North America and Europe provide efficient service to OEMs. Key markets served by our OEM Segment include RVs and Adjacent Industries. Aftermarket Segment: Our Aftermarket Segment enhances the product lifecycle for the RV, transportation, marine, and automotive markets by offering discretionary accessories, replacement parts, and upgrades. This approach drives additional revenue, deepens customer engagement, and leverages our OEM expertise. Products are sold through retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms. 27 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Diversification Strategy: Over the past several years, we have diversified our portfolio beyond the RV OEM market into transportation, marine, housing, and aftermarket sectors. We have also diversified geographically through our international operations. Leveraging our manufacturing competencies in other industries can accelerate profitable growth and help to mitigate seasonal and cyclical market risk. For example, within our Aftermarket Segment, many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing certain sales within this segment to be counter-seasonal. Most industries where we sell products, or where our products are used, historically have been seasonal and are generally at the highest levels when the weather is moderate. Accordingly, our sales and profits have generally been the highest in the second quarter and lowest in the fourth quarter. However, because of fluctuations in dealer inventories, the impact of international, national, and regional economic conditions, consumer confidence on retail sales of RVs and other products for which we sell our components, the timing of dealer orders, and the impact of severe weather conditions on the timing of industry-wide shipments from time to time, current and future seasonal industry trends have been, and may in the future be, different than in prior years. Additionally, many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing certain Aftermarket Segment sales to be counter-seasonal. Negative conditions in the general economy in the United States or abroad, including conditions resulting from financial and credit market fluctuations, elevated inflation and interest rates, changes in economic policy, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, geopolitical tensions, armed conflicts, natural disasters, or global public health crises, have negatively impacted, and could continue to negatively impact, the Company’s business, liquidity, financial condition, and results of operations. DEVELOPMENTS IN 2026 Agreement and Plan of Merger: On June 30, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Patrick Industries, Inc. ("Patrick"), Planet First Merger Sub Inc. (a direct wholly-owned subsidiary of Patrick), and Planet Second Merger Sub LLC (a direct wholly-owned subsidiary of Patrick). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain closing conditions, Planet First Merger Sub Inc. will merge with and into the Company (the "First Merger"), with the Company surviving as a wholly-owned subsidiary of Patrick, and immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Company will merge with and into Planet Second Merger Sub LLC (the "Second Merger" and, together with the First Merger, the "Mergers"), with Planet Second Merger Sub LLC surviving as a wholly-owned subsidiary of Patrick. The Merger Agreement was unanimously approved by the boards of directors of the Company and Patrick. The Mergers are subject to certain closing conditions, including the approval by the stockholders of each company and the receipt of required regulatory approvals, and are currently expected to close in the first half of 2027. Additional information regarding the Merger Agreement and the proposed Mergers is included in Note 13 of the Notes to Condensed Consolidated Financial Statements and in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on June 30, 2026. Leadership Transition: On June 3, 2026, Jason D. Lippert retired as Chief Executive Officer of LCI Industries and resigned as a member of the Board of Directors of the Company (the “Board”). Also on June 3, 2026, Tracy D. Graham, the Chair of the Board, resigned as a member of the Board, including all committees thereof. In connection with Mr. Lippert’s retirement as Chief Executive Officer of the Company, the Board appointed Board member John A. Sirpilla to serve as Interim Chief Executive Officer, effective as of June 3, 2026. In connection with Mr. Graham’s resignation from the Board, the Board appointed Virginia L. Henkels, a current member of the Board, to serve as Chair of the Board, effective as of June 3, 2026. Tariff Updates: In February 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA Tariffs") were not lawful. In March 2026, the Court of International Trade (“CIT”) ordered U.S. Customs and Border Protection (“CBP”) to begin the refund process for importers subject to IEEPA Tariffs, and in April 2026, CBP established an online portal through which importers may submit refund requests. We expect to receive $119.3 million in tariff refunds, which represents the amount of IEEPA Tariffs the Company determined it paid while such tariffs were in effect from February 2025 through February 2026, and we received $94.9 million of IEEPA Tariff refunds during the three months ended June 30, 2026. We expect to pass through approximately $88.8 million of the IEEPA Tariff refunds received to certain customers. The ultimate amount and timing of any remaining refunds and related payments to customers remain subject to uncertainty, including the outcome of the U.S. government's appeal of the CIT order. See Note 2 of the Notes to Condensed Consolidated Financial Statements for the details of our accounting for IEEPA Tariff refunds, as well 28 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) as uncertainties related to the IEEPA Tariff refunds, and the Results of Operations discussion below for the impact of IEEPA Tariff refunds and pass-throughs on our operations by segment. Following the U.S. Supreme Court’s ruling on the IEEPA Tariffs, in February 2026, the U.S. government imposed a 10 percent global tariff on most imported products for a 150-day period, which were subsequently invalidated by the CIT but remained in effect pending appeal. In July 2026, the U.S. government announced a new forced labor tariffs framework of 10 percent or 12.5 percent, which became effective when the temporary tariffs expired, that covers imports from 60 countries, with exemptions for, among others, products already subject to tariffs under Section 232 of the Trade Expansion Act of 1962 (such as steel and aluminum) and certain inputs used in U.S. manufacturing. Section 232 tariffs also continued to evolve, with modifications implemented in April and June 2026. Changes in U.S. trade policies, including the imposition of new or increased tariffs, may increase the cost of certain products, components, and materials we source, which could adversely affect our margins, results of operations, cash flows, and financial condition. The impact of current and potential tariff actions remains uncertain and may vary across our product portfolio. In addition, future governmental actions, regulatory interpretations, supplier responses, changes in sourcing, and other market conditions could affect the extent of any impact. While we continue to evaluate opportunities to mitigate these risks, there can be no assurance that such efforts will be successful or that additional tariffs or related cost increases will not have a material adverse effect on our business. INDUSTRY BACKGROUND OEM Segment - North American Recreational Vehicle Industry: RVs are designed as temporary living quarters for recreational, camping, travel, or seasonal use. They can be either motorized, such as motorhomes, or towable, including travel trailers, fifth-wheel trailers, folding camping trailers, and truck campers. The RV industry generally follows a predictable annual sales cycle that starts after the annual fall "Open House" in Elkhart, Indiana: •October - March: Dealers build inventory, leading wholesale shipments to historically outpace retail sales. •April - September: Retail sales typically exceed wholesale shipments, driven by spring and summer demand. In the first six months of 2026 compared to the same period in 2025, Recreation Vehicle Industry Association ("RVIA") data shows United States wholesale shipments of travel trailer and fifth-wheel RVs, the Company's primary market, decreased 17 percent to 138,900 units. Retail demand for travel trailer and fifth-wheel RVs decreased 15 percent to 139,000 units in the first six months of 2026 compared to the same period in 2025. Retail registration data is often revised upward in subsequent months due to reporting delays. While we track our OEM Segment RV sales against wholesale shipment statistics, the health of the RV industry is ultimately determined by retail demand. The table below highlights trends in wholesale shipments, retail sales, and dealer inventory adjustments for travel trailers and fifth-wheel RVs, as reported by Statistical Surveys, Inc. ("Statistical Surveys"). Estimated Wholesale Retail Unit Impact on Units Change Units Change Dealer Inventories Quarter ended June 30, 2026 65,500 (20)% 86,000 (15)% (20,500) Quarter ended March 31, 2026 73,400 (15)% 53,000 (15)% 20,400 Quarter ended December 31, 2025 64,700 (4)% 52,200 (6)% 12,500 Quarter ended September 30, 2025 65,700 (4)% 90,700 3% (25,000) Twelve months ended June 30, 2026 269,300 (11)% 281,900 (8)% (12,600) 29 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Estimated Wholesale Retail Unit Impact on Units Change Units Change Dealer Inventories Quarter ended June 30, 2025 81,400 (1)% 100,700 2% (19,300) Quarter ended March 31, 2025 86,400 18% 62,600 (4)% 23,800 Quarter ended December 31, 2024 67,700 7% 55,400 3% 12,300 Quarter ended September 30, 2024 68,500 11% 87,800 (5)% (19,300) Twelve months ended June 30, 2025 304,000 8% 306,500 (1)% (2,500) In the first six months of 2026 compared to the same period in 2025, RVIA data showed wholesale shipments of motorhome RVs increased 10 percent to 20,500 units. Retail demand for motorhome RVs decreased 10 percent to 17,700 units in the first six months of 2026 compared to the same period of 2025. The decrease in retail demand has been primarily driven by inflation and higher interest rates impacting retail consumer discretionary spending. OEM Segment - Adjacent Industries: Our expertise in RV components extends to adjacent industries, including transportation, marine, and housing. These adjacent industries offer significant growth opportunities, including by helping us leverage our established relationships with OEMs that often operate in multiple sectors. While the potential content per unit we may supply to adjacent industries varies across these markets, and is different than RVs, they represent meaningful diversification opportunities. Aftermarket Segment: Our Aftermarket Segment enhances the product lifecycle for the RV, transportation, marine, and automotive markets by offering discretionary accessories, replacement parts, and upgrades through various channels, including retail dealers, wholesale distributors, and service centers, as well as direct-to-consumer sales through online platforms. These products support recreation and transportation markets, addressing both routine maintenance needs and customer-driven enhancements. We also provide comprehensive customer support through multiple customer care centers, offering rapid responses to inquiries related to technical support, product delivery, and critical repair, designed to minimize consumer downtime. Dedicated teams deliver product, technical, and installation training, as well as marketing assistance, to enhance customer engagement and satisfaction. Aftermarket offerings span a diverse product portfolio, including: •Marine Products: Biminis, covers, buoys, and fenders. •Recreation and Transportation Accessories: Towing products, truck accessories, replacement glass, and awnings. •Core Systems: Appliances, air conditioners, televisions, sound systems, and tankless water heaters. Aftermarket sales are influenced by seasonal trends, with many non-critical upgrades and replacement parts purchased outside peak selling periods, creating certain counter-seasonal demand. The U.S. RV ownership base, which reached a record 8.1 million households in 2025 according to the RVIA, drives robust demand for aftermarket products. Owners seek to enhance and maintain their units, replacing components that experience normal wear and tear. This vibrant and growing market represents a key driver of our Aftermarket Segment’s performance. 30 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) RESULTS OF OPERATIONS Consolidated Highlights •Consolidated net sales in the second quarter of 2026 were $968.7 million, a decrease of 12.5 percent, from $1,107.3 million in the same period of 2025. ◦Net sales in the second quarter of 2026 were reduced by $88.8 million due to IEEPA Tariff refunds expected to be passed through to customers. ◦In addition to the IEEPA Tariff refund pass-through, the decrease in net sales was primarily due to lower North American RV wholesale shipments, partially offset by sales price increases for targeted products and to cover higher material costs, sales from acquired businesses, growth in the automotive aftermarket, and content gains in North American RV sales driven by recent product innovations. Net sales from acquisitions completed in the twelve months ended June 30, 2026 contributed approximately $16.7 million in the second quarter of 2026. •Consolidated cost of sales in the second quarter of 2026 was $667.5 million, a decrease of 20.3 percent, from $837.2 million in the same period of 2025; however, cost of sales for the second quarter of 2026 included a reduction of $104.8 million, which is the amount of the total expected recovery of IEEPA Tariff refunds. •Consolidated operating profit during the second quarter of 2026 was $96.0 million, compared to $87.8 million in the same period of 2025. Operating profit margin was 9.9 percent in the second quarter of 2026 compared to 7.9 percent in the same period of 2025. ◦Operating profit in the second quarter of 2026 was $16.0 million higher due to the net benefit of the IEEPA Tariff refunds expected to be received that were previously expensed as cost of sales, partially offset by the related pass-through of IEEPA Tariffs refunds to customers. ◦In addition to the favorable net impact of the IEEPA Tariff refunds, the increase in operating profit margin was primarily due to cost improvement actions, including materials sourcing strategies, partially offset by merger-related expenses and investments in capacity and distribution to support the Aftermarket Segment. •Net income for the second quarter of 2026 was $67.1 million, or $2.75 per diluted share, compared to net income of $57.6 million, or $2.29 per diluted share, for the same period of 2025. •In the second quarter of 2026, a quarterly dividend of $1.15 per share was paid, aggregating to $28.0 million. •In the second quarter of 2026, the remaining balance of the 2026 Convertible Notes was paid off at maturity with cash of $92.0 million. OEM Segment - Second Quarter Net sales of the OEM Segment in the second quarter of 2026 decreased by $164.8 million, compared to the same period of 2025. Net sales of components to OEMs were to the following markets for the three months ended June 30: (In thousands) 2026 2025 Change RV OEMs: Travel trailers and fifth-wheels $ 282,349 $ 441,926 (36) % Motorhomes 53,771 61,372 (12) % Adjacent Industries OEMs 338,673 336,261 1 % Total OEM Segment net sales $ 674,793 $ 839,559 (20) % According to the RVIA, industry-wide wholesale shipments for the three months ended June 30 were: 2026 2025 Change Travel trailers and fifth-wheels 65,500 81,400 (20) % Motorhomes 9,800 9,300 5 % The trend in our average product content per RV produced is an indicator of our continued engagement with our RV OEM customers. Our average product content per type of RV, calculated based upon our net sales of components to domestic 31 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) RV OEMs for the different types of RVs produced for the twelve months ended June 30, divided by the industry-wide wholesale shipments of the different product mix of RVs for the same period, was: Content per: 2026 2025 Change Travel trailer and fifth-wheel (1) $ 5,831 $ 5,234 11 % Motorhome (1) $ 3,852 $ 3,793 2 % (1) Average product content per RV in 2026 excludes the impact of IEEPA Tariff refunds expected to be passed through to customers. Our average product content per type of RV excludes international sales and sales to the Aftermarket Segment and Adjacent Industries. Content per RV is impacted by changes in selling prices for our products, product innovations, changes in unit mix, and acquisitions. For the twelve months ended June 30, 2026, travel trailer and fifth-wheel RV content increased 11.4 percent year-over-year due to sales price increases for targeted products and to cover higher material costs, an increase in RV mix toward higher content fifth-wheel units, and recent product innovations, partially offset by shipments exceeding units produced. Our decrease in net sales to RV OEMs during the second quarter of 2026 was primarily due to a reduction for IEEPA Tariff refunds expected to be passed through to customers, a decrease in North American travel trailer and fifth-wheel shipments, and an increase in RV sales mix toward lower content single axle travel trailers, partially offset by sales price increases for targeted products and to cover higher material costs, and recent product innovations. Our increase in net sales to OEMs in Adjacent Industries during the second quarter of 2026 was primarily due to sales from acquired businesses and higher sales to North American marine OEMs, partially offset by a reduction for IEEPA Tariff refunds expected to be passed through to customers. Operating profit of the OEM Segment was $44.1 million in the second quarter of 2026, a decrease of $7.6 million compared to the same period of 2025. The operating profit margin of the OEM Segment increased to 6.5 percent in the second quarter of 2026, compared to 6.2 percent for the same period of 2025, and was positively impacted by: •Increases in selling prices contractually tied to indices of select commodities, which positively impacted operating profit by $14.4 million compared to the same period in 2025. •Increases in selling prices for targeted products and to cover increased material costs, which positively impacted operating profit by $13.4 million compared to the same period in 2025. •Cost improvement actions, including materials sourcing strategies, which increased operating profit by $12.5 million compared to the same period in 2025. •A favorable shift in component sales mix, which positively impacted operating profit by $10.9 million compared to the same period in 2025. •A net positive impact of $1.5 million, resulting from a reduction to cost of sales of $86.4 million related to IEEPA Tariff refunds and a reduction to net sales of $84.9 million for IEEPA Tariff refunds expected to be passed through to customers. Partially offset by: •The impact of fixed costs spread over decreased production volumes, which decreased operating profit by $18.7 million related to fixed production overhead costs and $8.8 million related to fixed selling, general and administrative costs compared to the same period in 2025. •Higher material and freight costs related to tariffs, higher steel and aluminum costs, and rising fuel costs, which negatively impacted operating profit by $23.0 million compared to the same period in 2025. •Merger-related expenses, which negatively impacted operating profit by $10.9 million compared to the same period in 2025. Amortization expense on intangible assets for the OEM Segment was $9.2 million in the second quarter of 2026, compared to $9.6 million in the same period of 2025. Depreciation expense on fixed assets for the OEM Segment was $12.3 million in the second quarter of 2026, compared to $12.2 million in the same period of 2025. 32 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) OEM Segment – Year to Date Net sales of the OEM Segment in the first six months of 2026 decreased by $135.5 million, compared to the same period of 2025. Net sales of components to OEMs were to the following markets for the six months ended June 30: (In thousands) 2026 2025 Change RV OEMs: Travel trailers and fifth-wheels $ 724,355 $ 913,120 (21) % Motorhomes 121,609 120,980 1 % Adjacent Industries OEMs 681,643 629,014 8 % Total OEM Segment net sales $ 1,527,607 $ 1,663,114 (8) % According to the RVIA, industry-wide wholesale unit shipments for the six months ended June 30 were: 2026 2025 Change Travel trailer and fifth-wheel RVs 138,900 167,800 (17) % Motorhomes 20,500 18,700 10 % Our decrease in net sales to RV OEMs during the first six months of 2026 was primarily driven by a 17.2 percent decrease in North American travel trailer and fifth-wheel shipments, a reduction for IEEPA Tariff refunds expected to be passed through to customers, and an increase in RV sales mix toward lower content single axle travel trailers, partially offset by sales price increases for targeted products and to cover higher material costs, a 9.6 percent increase in North American motorhome shipments, and recent product innovations. Our increase in net sales to OEMs in Adjacent Industries during the first six months of 2026 was primarily due to sales from acquired businesses and higher sales to North American marine OEMs, partially offset by a reduction for IEEPA Tariff refunds expected to be passed through to customers. Operating profit of the OEM Segment was $120.6 million in the first six months of 2026, an increase of $6.9 million compared to the same period of 2025. The operating profit margin of the OEM Segment increased to 7.9 percent in the first six months of 2026, compared to 6.8 percent for the same period in 2025, and was positively impacted by: •Increases in selling prices for targeted products and to cover increased material costs, which positively impacted operating profit by $45.8 million compared to the same period in 2025. •Increases in selling prices contractually tied to indices of select commodities, which positively impacted operating profit by $29.5 million compared to the same period in 2025. •Cost improvement actions, including materials sourcing strategies, which increased operating profit by $26.5 million compared to the same period in 2025. •A favorable shift in component sales mix, which positively impacted operating profit by $13.1 million compared to the same period in 2025. •A net positive impact of $1.5 million, resulting from a reduction to cost of sales of $86.4 million related to IEEPA Tariff refunds and a reduction to net sales of $84.9 million for IEEPA Tariff refunds expected to be passed through to customers. Partially offset by: •Higher material and freight costs related to tariffs, higher steel and aluminum costs, and rising fuel costs, which negatively impacted operating profit by $59.3 million compared to the same period in 2025. •The impact of fixed costs spread over decreased production volumes, which decreased operating profit by $27.8 million related to fixed production overhead costs and $12.7 million related to fixed selling, general and administrative costs compared to the same period in 2025. 33 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) •Merger-related expenses, which negatively impacted operating profit by $10.9 million compared to the same period in 2025. Amortization expense on intangible assets for the OEM Segment was $18.6 million in the first six months of 2026, compared to $18.8 million in the same period of 2025. Depreciation expense on fixed assets for the OEM Segment was $23.6 million in the first six months of 2026, compared to $24.5 million in the same period of 2025. Aftermarket Segment - Second Quarter Net sales of the Aftermarket Segment in the second quarter of 2026 increased by $26.2 million, compared to the same period of 2025. Net sales of components in the Aftermarket Segment were as follows for the three months ended June 30: (In thousands) 2026 2025 Change Total Aftermarket Segment net sales $ 293,882 $ 267,691 10 % Our net sales of the Aftermarket Segment for the second quarter of 2026 increased compared to the same period in 2025, primarily driven by price increases for targeted products and to cover higher material costs, sales from acquired businesses, and increases in volume in the automotive aftermarket, partially offset by a reduction for IEEPA Tariff refunds expected to be passed through to customers. Operating profit of the Aftermarket Segment was $51.9 million in the second quarter of 2026, an increase of $15.8 million compared to the same period of 2025. The operating profit margin of the Aftermarket Segment increased to 17.7 percent in the second quarter of 2026, compared to 13.5 percent in the same period in 2025, and was positively impacted by: •A net positive impact of $14.5 million, resulting from a reduction to cost of sales of $18.4 million related to IEEPA Tariff refunds and a reduction to net sales of $3.9 million for IEEPA Tariff refunds expected to be passed through to customers. •Increases in selling prices for targeted products and to cover increased material costs, which positively impacted operating profit by $11.4 million compared to the same period in 2025. •Cost improvement actions, including materials sourcing strategies, which increased operating profit by $3.3 million compared to the same period in 2025. Partially offset by: •Higher material and freight costs related to tariffs, higher steel and aluminum costs, and rising fuel costs, which negatively impacted operating profit by $9.9 million compared to the same period in 2025. •Merger-related expenses, which negatively impacted operating profit by $3.2 million compared to the same period in 2025. •Investments in capacity and distribution to support the Aftermarket Segment, which negatively impacted operating profit by $3.1 million compared to the same period in 2025. Amortization expense on intangible assets for the Aftermarket Segment was $4.0 million in the second quarter of 2026, compared to $3.9 million in the same period of 2025. Depreciation expense on fixed assets for the Aftermarket Segment was $5.4 million in the second quarter of 2026, compared to $4.7 million in the same period of 2025. Aftermarket Segment – Year to Date Net sales of the Aftermarket Segment in the first six months of 2026 increased by $41.9 million, compared to the same period of 2025. Net sales of components in the Aftermarket Segment were as follows for the six months ended June 30: (In thousands) 2026 2025 Change Total Aftermarket Segment net sales $ 531,585 $ 489,726 9 % 34 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Net sales of the Aftermarket Segment increased during the first six months of 2026, primarily driven by price increases for targeted products and to cover higher material costs, sales from acquired businesses, and increases in volume in the automotive aftermarket, partially offset by a reduction for IEEPA Tariff refunds expected to be passed through to customers. Operating profit of the Aftermarket Segment was $70.5 million in the first six months of 2026, an increase of $15.1 million compared to the same period of 2025. The operating profit margin of the Aftermarket Segment increased to 13.3 percent in the first six months of 2026, compared to 11.3 percent in the same period in 2025, and was positively impacted by: •Increases in selling prices for targeted products and to cover increased material costs, which positively impacted operating profit by $23.1 million compared to the same period in 2025. •A net positive impact of $14.5 million, resulting from a reduction to cost of sales of $18.4 million related to IEEPA Tariff refunds and a reduction to net sales of $3.9 million for IEEPA Tariff refunds expected to be passed through to customers. •Cost improvement actions, including materials sourcing strategies, which increased operating profit by $6.0 million compared to the same period in 2025. Partially offset by: •Higher material and freight costs related to tariffs, higher steel and aluminum costs, and rising fuel costs, which negatively impacted operating profit by $21.3 million compared to the same period in 2025. •Investments in capacity and distribution to support the Aftermarket Segment, which negatively impacted operating profit by $8.7 million compared to the same period in 2025. •Merger-related expenses, which negatively impacted operating profit by $3.2 million compared to the same period in 2025. Amortization expense on intangible assets for the Aftermarket Segment was $8.1 million in the first six months of 2026, compared to $7.6 million in the same period of 2025. Depreciation expense on fixed assets for the Aftermarket Segment was $10.5 million in the first six months of 2026, compared to $9.0 million in the same period of 2025. Interest Expense Interest expense, net was $16.2 million for the six months ended June 30, 2026, compared to $15.7 million in the same period of 2025. The increase in net interest expense was primarily due to interest on the 2030 Convertible Notes and increased principal borrowed on our Term Loans (as defined in Note 8 of the Notes to Condensed Consolidated Financial Statements) following our refinancing in March 2025, partially offset by interest received on IEEPA Tariff refunds in the second quarter of 2026. See Note 8 of the Notes to Condensed Consolidated Financial Statements for a description of our credit facilities. Loss on Extinguishment of Debt In the six months ended June 30, 2025, we recorded an $8.1 million loss on extinguishment of debt, consisting of $6.2 million in connection with the repurchase of a portion of our 2026 Convertible Notes and $1.9 million related to the repayment of our previous term loan. No loss on extinguishment of debt was recorded for the six months ended June 30, 2026. Gain on Sale of Real Estate We sold two owned real estate locations during the second quarter of 2026 for combined net cash proceeds of $2.2 million. The sales resulted in a total net gain on the sale of real estate of $0.6 million for each of the three and six months ended June 30, 2026. Income Taxes The effective income tax rate for the six months ended June 30, 2026 and 2025 was 25.9 percent and 26.4 percent, respectively. The effective tax rate for the six months ended June 30, 2026 differed from the Federal statutory rate primarily due to state taxes, foreign taxes, and non-deductible expenses, partially offset by Federal and Indiana research and development credits. The decrease in the effective tax rate for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily due to the recognition of excess tax benefits on stock-based compensation. 35 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) LIQUIDITY AND CAPITAL RESOURCES Cash Flows We maintain a level of cash and liquidity sufficient to allow us to meet our cash needs in the short term. Over the long term, we manage our cash and capital structure to maximize shareholder return, maintain our financial condition, and maintain flexibility for our future strategic investments. We continuously assess our capital requirements, working capital needs, debt and leverage levels, debt and lease maturity schedules, capital expenditure requirements, dividends, future investments or acquisitions, and potential share repurchases. We believe our operating cash flows, credit facilities, as well as any potential future borrowings, will be sufficient to fund our future payments and long-term initiatives. As of June 30, 2026, we had $216.5 million in cash and cash equivalents, and $595.2 million of availability under our revolving credit facility under the Credit Agreement. We also have the ability to request an increase to the revolving and/or incremental term loan facilities by up to an additional $371.0 million in the aggregate upon approval of the lenders providing any such increase and the satisfaction of certain other conditions. See Note 8 of the Notes to Condensed Consolidated Financial Statements for a description of our credit facilities. We believe the availability under the revolving credit facility under the Credit Agreement, along with our cash flows from operations, are adequate to finance our anticipated cash requirements for the next twelve months. The Condensed Consolidated Statements of Cash Flows reflect the following for the six months ended June 30: (In thousands) 2026 2025 Net cash flows provided by operating activities $ 170,218 $ 154,937 Net cash flows used in investing activities (23,117) (123,350) Net cash flows used in financing activities (156,796) (4,102) Effect of exchange rate changes on cash and cash equivalents 3,592 (1,310) Net (decrease) increase in cash and cash equivalents $ (6,103) $ 26,175 Cash Flows from Operating Activities Net cash flows provided by operating activities were $170.2 million in the first six months of 2026, compared to $154.9 million in the first six months of 2025. The change in net cash flows provided by operating activities was primarily due to an increase in net income of $23.0 million and the net change in assets and liabilities, which generated $4.3 million more cash in the first six months of 2026 compared to the same period in 2025. The primary use of cash in net assets was the increase of $140.6 million in accounts receivable due to seasonally higher sales in the first six months of 2026. Depreciation and amortization was $60.7 million in the first six months of 2026, and is expected to be approximately $115 to $125 million for the full year 2026. Non-cash stock-based compensation expense in the first six months of 2026 was $12.3 million. Non-cash stock-based compensation expense is expected to be approximately $24 to $27 million for the full year 2026. Cash Flows from Investing Activities Cash flows used in investing activities of $23.1 million in the first six months of 2026 were primarily comprised of $28.4 million for capital expenditures. Cash flows used in investing activities of $123.4 million in the first six months of 2025 were primarily comprised of $98.2 million for the acquisition of businesses and $21.8 million for capital expenditures. Our capital expenditures are primarily for replacement and growth. Over the long term, based on our historical capital expenditures, the replacement portion has averaged approximately one to two percent of net sales, while the growth portion has averaged approximately two to three percent of net sales. However, there are many factors that can impact the actual spending compared to these historical averages. We estimate full year 2026 capital expenditures of $55 to $65 million, including investments in automation and lean projects, which we expect to fund with cash flows from operations or periodic borrowings under the revolving credit facility. 36 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Capital expenditures in the first six months of 2026 were funded by cash on hand. Capital expenditures and any acquisitions in the remainder of fiscal year 2026 are expected to be funded primarily from cash generated from operations, as well as periodic borrowings under our revolving credit facility. Cash Flows from Financing Activities Cash flows used in financing activities of $156.8 million in the first six months of 2026 were primarily comprised of the $92.0 million payoff of our 2026 Convertible Notes at maturity, payments of quarterly dividends of $55.9 million, cash outflows of $6.7 million related to the vesting of stock-based awards, net of shares tendered for payment of taxes, and net debt repayments of $2.2 million under our Term Loans and other borrowings. Cash flows used in financing activities of $4.1 million in the first six months of 2025 were primarily comprised of the following: •payments of $368.9 million for the repurchase of a portion of our 2026 Convertible Notes, •debt repayments of $300.8 million under our revolving credit facility, Term Loan, and other borrowings, •payments of $67.6 million for the purchase of convertible note hedge contracts, •payments for the repurchase of common stock of $66.3 million, •payments of quarterly dividends of $58.4 million, •cash outflows of $4.9 million related to the vesting of stock-based awards, net of shares tendered for payment of taxes, and •payments of debt issuance costs of $4.8 million, Partially offset by: •net proceeds from the issuance of our 2030 Convertible Notes of $448.5 million, •proceeds from Term Loan borrowings of $391.0 million, •proceeds from the issuance of warrants of $27.6 million, and •net proceeds of $1.4 million from the termination of a portion of our 2026 Warrants and 2026 Convertible Note Hedge Transactions. The Credit Agreement includes both financial and non-financial covenants. The covenants dictate we shall not permit our net leverage ratio to exceed certain limits, shall maintain a minimum debt service coverage ratio, and must meet certain other financial requirements. At June 30, 2026, we were in compliance with all financial covenants. We have paid regular quarterly dividends since 2016. Future dividend policy with respect to our common stock will be determined by our Board of Directors in light of our prevailing financial needs, earnings, and other relevant factors, including any limitations in our debt agreements, such as maintenance of certain financial ratios. In May 2022, our Board of Directors authorized a stock repurchase program (the "2022 Share Repurchase Program") for the purchase of up to $200.0 million of our common stock over a three-year period, which ended on May 19, 2025. Under this stock repurchase program, we purchased 308,898 shares at a weighted average price of $91.47 per share during the three months ended March 31, 2025, using approximately $28.3 million of the net proceeds from the offering of the 2030 Convertible Notes. Following such repurchase, no additional shares were purchased under the 2022 Share Repurchase Program prior to its expiration on May 19, 2025. In May 2025, our Board of Directors authorized a new stock repurchase program (the "2025 Share Repurchase Program") for the purchase of up to $300.0 million of our common stock over a three-year period ending on May 15, 2028. No shares were repurchased during the six months ended June 30, 2026. As of June 30, 2026, there was $200.0 million remaining for the repurchase of shares under the 2025 Share Repurchase Program. 37 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) CORPORATE GOVERNANCE We are in compliance with the corporate governance requirements of the SEC and the New York Stock Exchange. Our governance documents, committee charters, and key practices have been posted to the “Investors” section of our website (www.lci1.com) and are updated periodically. The website also contains, or provides direct links to, all SEC filings, press releases and investor presentations. We have also established a Whistleblower Policy, which includes a toll-free hotline (800-461-9330) to report complaints about our accounting, internal controls, auditing matters or other concerns. The Whistleblower Policy and procedure for complaints can be found on our website (www.lci1.com). CONTINGENCIES Information required by this item is included in Note 10 of the Notes to Condensed Consolidated Financial Statements and is incorporated herein by reference. RAW MATERIALS INFLATION The prices of key raw materials, consisting primarily of steel and aluminum, and components used by us which are made from these raw materials, are influenced by demand and other factors specific to these commodities, including tariffs for materials sourced internationally. The prices for steel and aluminum consumed in certain of our manufactured components were higher during the first six months of 2026 compared to the same period of 2025. Prices of these commodities have historically been volatile and there can be no assurances of future prices. Please see "Results of Operations" above for additional information regarding the impact of raw material costs, including related to tariffs, on our results of operations for the first six months of 2026. NEW ACCOUNTING PRONOUNCEMENTS Information required by this item is included in Note 2 of the Notes to Condensed Consolidated Financial Statements. CRITICAL ACCOUNTING ESTIMATES Our Condensed Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which requires certain estimates and assumptions to be made that affect amounts and disclosures reported in those financial statements and the related accompanying notes. Actual results could differ from these estimates and assumptions. For a discussion of our critical accounting estimates, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to our critical accounting estimates as described in that Annual Report. FORWARD-LOOKING STATEMENTS This Form 10-Q contains certain "forward-looking statements" with respect to our financial condition, results of operations, profitability, margins, business strategies, operating efficiencies or synergies, competitive position, growth opportunities, acquisitions, plans and objectives of management, markets for the Company's common stock, the impact of legal proceedings, and other matters. Statements in this Form 10-Q that are not historical facts are "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended, and involve a number of risks and uncertainties. Forward-looking statements, including, without limitation, those relating to the Company's production levels, future business prospects, net sales, expenses and income (loss), capital expenditures, tax rate, cash flow, financial condition, liquidity, covenant compliance, retail and wholesale demand, integration of acquisitions, R&D investments, commodity prices, addressable markets, industry trends, and the Mergers, whenever they occur in this Form 10-Q, are necessarily estimates reflecting the best judgment of the Company's senior management at the time such statements were made. There are a number of factors, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those described in the forward-looking statements. These factors include, in addition to other matters described in this Form 10-Q, (1) the impacts of costs and availability of, and tariffs on, raw materials (particularly steel and aluminum) and other components, (2) tariff refunds and related pass through to customers, (3) future pandemics, geopolitical tensions, armed 38 LCI INDUSTRIES ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) conflicts, or natural disasters on the global economy and on the Company's customers, suppliers, team members, business and cash flows, (4) pricing pressures due to domestic and foreign competition, (5) seasonality and cyclicality in the industries to which we sell our products, (6) availability of credit for financing the retail and wholesale purchase of products for which we sell our components, (7) inventory levels of retail dealers and manufacturers, availability of transportation for products for which we sell our components, (8) the financial condition of our customers, (9) the financial condition of retail dealers of products for which we sell our components, (10) retention and concentration of significant customers, (11) the costs, pace of, and successful integration of acquisitions and other growth initiatives, (12) availability and costs of production facilities and labor, team member benefits, team member retention, realization and impact of expansion plans, (13) efficiency improvements and cost reductions, (14) the disruption of business resulting from natural disasters or other unforeseen events, (15) the successful entry into new markets, (16) the costs of compliance with environmental laws, laws of foreign jurisdictions in which we operate, other operational and financial risks related to conducting business internationally, and increased governmental regulation and oversight, (17) information technology performance and security, (18) the ability to protect intellectual property, (19) warranty and product liability claims or product recalls, (20) interest rates, oil and gasoline prices, and availability, the impact of international, national and regional economic conditions and consumer confidence on the retail sale of products for which we sell our components, (21) risks related to the pending Mergers, including (a) the risk that the cost savings and any revenue synergies from the Mergers may not be fully realized or may take longer than anticipated to be realized, (b) disruption to each party’s business as a result of the announcement and pendency of the Mergers, (c) the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate as a result of unexpected factors or events, (d) the failure to obtain the necessary approvals by the stockholders of the Company or Patrick, (e) the ability by each of the Company and Patrick to obtain required governmental approvals of the Mergers on the timeline expected, or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Mergers, (f) reputational risk and the reaction of each party’s customers, suppliers, employees or other business partners to the Mergers, (g) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Mergers or the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (h) the possibility that the Mergers may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (i) risks related to management and oversight of the expanded business and operations of the combined company due to the increased size and complexity, (j) the possibility of increased scrutiny by, and/or additional regulatory requirements of, governmental authorities as a result of the Mergers or the size, scope and complexity of the combined company’s business operations, and (k) the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against the Company, Patrick or the combined company before or after the Mergers, and (22) other risks and uncertainties discussed more fully under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q, and in the Company's subsequent filings with the SEC, including the Company's Quarterly Reports on Form 10-Q. Readers of this report are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. The Company disclaims any obligation or undertaking to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk related to changes in short-term interest rates on our variable rate debt. Depending on the interest rate option selected as further described in Note 8 of the Notes to Condensed Consolidated Financial Statements, interest is charged based on an indexed rate plus an applicable margin. Assuming a hypothetical increase of 0.25 percent in the indexed interest rate (which approximates a six percent increase of the weighted-average interest rate on our borrowings as of June 30, 2026), our results of operations would not be materially affected. We are also exposed to changes in the prices of raw materials, specifically steel and aluminum. We have, from time to time, entered into derivative instruments for the purpose of managing a portion of the exposures associated with fluctuations in steel and aluminum prices. While these derivative instruments are subject to fluctuations in value, these fluctuations are generally offset by the changes in fair value of the underlying exposures. We had no outstanding derivative instruments on commodities at June 30, 2026 and December 31, 2025. We have historically been able to obtain sales price increases to partially offset the majority of raw material cost increases. However, there can be no assurance future cost increases, if any, can be partially or fully passed on to customers, or that the timing of such sales price increases will match raw material cost increases. Our tariff mitigation strategy of diversifying our supply chain, with help from our vendors and other sourcing strategies, enabled us to minimize the impact of pricing to our customers as well as support profitability in the second quarter of 2026. 39 Additional information required by this item is included under the caption "Raw Materials Inflation" in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of this report.

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Risk Factors

Other than the risk factors set forth below, there have been no material changes to the matters discussed in Part I, Item 1A – Risk Factors in our Annual Report on Form 10-K as filed with the SEC on February 26, 2026. Risks Relating to the Mergers with Patrick We have identified certain additional risk factors in connection with the Merger Agreement and the Mergers. These risks and the other risks associated with the Mergers will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that Patrick intends to file with the SEC in connection with the Mergers. The Mergers are subject to conditions, including certain conditions that are beyond our and Patrick’s control and may not be satisfied at all or on a timely basis. Failure to complete the Mergers could have material and adverse effects on us. Completion of the Mergers is subject to a number of conditions set forth in the Merger Agreement. Some of the conditions, such as approval by our stockholders and by Patrick stockholders and certain regulatory approvals, are beyond our and Patrick’s control, which make the completion and timing of the completion of the Mergers uncertain. In addition, the Merger Agreement contains certain termination rights for both us and Patrick, which if exercised, will also result in the Mergers not being consummated. Furthermore, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the Mergers or require changes to the terms of the Merger Agreement. If the Mergers are not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Mergers, we would be subject to a number of risks, including the following: •we may experience negative reactions from the financial markets, including negative effects on our stock price; •we may experience negative reactions from our customers and vendors; •we will have incurred substantial expenses and will be required to pay certain costs relating to the Mergers, including legal, accounting and other fees, whether or not the Mergers are completed; and •our management team will have devoted substantial time and resources to matters relating to the Mergers, and would otherwise have devoted such time and resources to other opportunities that may have been beneficial to us, which could cause us to lag competitor advances. In addition, if the Merger Agreement is terminated and we seek another merger or business combination, our stock price could decline, which could make it more difficult to find a party willing to offer equivalent or more attractive consideration than the consideration Patrick has agreed to provide in the Mergers. We will be subject to business uncertainties and contractual restrictions while the Mergers are pending. Uncertainty about the effect of the Mergers on our employees and customers may have an adverse effect on us. These uncertainties may impair our ability to attract, retain, and motivate key personnel until the Mergers are completed and could cause customers and others that deal with us to seek to change existing business relationships with us. In addition, subject to certain exceptions, we have agreed to operate our business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect our ability to consummate the transactions contemplated by the Merger 41 Agreement on a timely basis without the consent of Patrick. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the Mergers. Employee retention may be particularly challenging during the pendency of the Mergers, as employees may experience uncertainty about their roles with the combined company following the Mergers. The Merger Agreement limits our and Patrick’s abilities to pursue alternatives to the Mergers and could discourage a potential competing acquiror or other strategic transaction partner from making a favorable alternative transaction proposal. In the Merger Agreement, we and Patrick have agreed, subject to certain exceptions, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. In addition, upon termination of the Merger Agreement under certain circumstances specified therein, we or Patrick would be required to pay the other party a termination fee equal to $94.2 million. These provisions could discourage a potential acquirer or other strategic transaction partner that might have an interest in acquiring all or a significant portion of our company from considering or pursuing an alternative transaction with us or proposing such a transaction. These provisions might also result in a potential acquirer or other strategic transaction partner proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances. Shareholder litigation could prevent or delay the closing of the Mergers or otherwise negatively affect our business and operations. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition or merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our and Patrick’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Mergers, that injunction may delay or prevent the Mergers from being completed, which may adversely affect our and Patrick’s businesses, financial positions and results of operations, as described above under “The Mergers are subject to conditions, including certain conditions that are beyond our and Patrick’s control and may not be satisfied at all or on a timely basis. Failure to complete the Mergers could have material and adverse effects on us.” We have incurred and are expected to incur substantial costs related to the Mergers. We have incurred and expect to incur a number of non-recurring costs associated with the Mergers. These costs include, or will include, legal, financial advisory, accounting, consulting and other advisory fees, retention, severance and employee benefit-related costs, public company filings fees and other regulatory fees, financial printing and other printing costs. Some of these costs are payable by us regardless of whether or not the Mergers are completed. Because the market price of Patrick common stock may fluctuate, our stockholders cannot be certain of the precise value of the consideration they may receive in the Mergers. At the time the First Merger is completed, each issued and outstanding share of our common stock (other than certain shares held by us, Patrick or any of our respective subsidiaries) will be converted into the right to receive 1.2440 shares of Patrick common stock. Because such exchange ratio is fixed (subject to adjustments in accordance with the terms of the Merger Agreement), it will not change between now and the time the First Merger is completed, regardless of whether the market price of our common stock or Patrick common stock changes, and the value of the consideration our stockholders will receive in the Mergers will depend on the market price of Patrick common stock at the time the First Merger is completed. This market value may be less or more than the value used to determine the exchange ratio stated in the Merger Agreement. The market price of our common stock and Patrick common stock have fluctuated since the date of the announcement of the parties’ entry into the Merger Agreement and will continue to fluctuate as a result of a variety of factors, including general market and economic conditions, changes in our and Patrick’s businesses, operations and prospects, and regulatory considerations. Many of these factors are outside of our and Patrick’s control. Because the market prices of our common stock and Patrick common stock will fluctuate prior to the consummation of the Mergers, our stockholders will not know, or be able to determine, the market value of shares of Patrick common stock that they will receive in the Mergers as compared to the market value of our common stock immediately prior to the Mergers. 42 The Merger Agreement between us and Patrick may be terminated in accordance with its terms and the Mergers may not be completed. The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Mergers. Those conditions include, among other things: (i) adoption of the Merger Agreement by our stockholders, (ii) approval by Patrick stockholders of (a) the issuance of shares of Patrick common stock in connection with the First Merger and (b) an amendment to the articles of incorporation of Patrick to, among other things, increase the number of authorized shares set forth therein and (iii) receipt of required regulatory approvals. These conditions to the closing may not be fulfilled in a timely manner or at all, and, accordingly, the Mergers may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after the requisite stockholder approvals, or we or Patrick may elect to terminate the Merger Agreement in certain other circumstances. Combining us and Patrick may be more difficult, costly or time-consuming than expected, and the combined company may fail to realize the anticipated benefits of the Mergers. The success of the Mergers will depend, in part, on the ability to realize the anticipated synergies from combining the businesses of us and Patrick. To realize the anticipated synergies from the Mergers, we and Patrick must successfully integrate and combine businesses in a manner that permits those synergies to be realized without adversely affecting current revenues and future growth. If we and Patrick are not able to successfully achieve these objectives, the anticipated benefits of the Mergers may not be realized fully or at all or may take longer to realize than expected. In addition, the synergies of the Mergers could be less than anticipated, and integration may result in additional and unforeseen expenses. An inability to realize the full extent of the anticipated benefits of the Mergers, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, levels of expenses and operating results of the combined company following the completion of the Mergers, which may adversely affect the value of the common stock of the combined company following the completion of the Mergers. We and Patrick have operated and, until the completion of the Mergers, must continue to operate, independently. It is possible that the integration process could result in the loss of key employees or the disruption of each company’s ongoing businesses. Integration efforts between the companies may also divert management attention and resources. These integration matters could have an adverse effect on us during this transition period and for an undetermined period after completion of the Mergers on the combined company. The combined company may be unable to retain our and/or Patrick personnel successfully after the Mergers are completed. The success of the Mergers will depend in part on the combined company’s ability to retain the talent and dedication of key employees currently employed by us and Patrick. It is possible that these employees may decide not to remain with us or Patrick, as applicable, while the Mergers are pending or with the combined company after the Mergers are consummated. If we and Patrick are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, we and Patrick could face disruptions in operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the Mergers, if key employees terminate their employment, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully hiring suitable replacements, all of which may cause the combined company’s business to suffer. We and Patrick also may not be able to locate or retain suitable replacements for any key employees who leave either company.