lcii-20250311
0000763744FALSE00007637442025-03-112025-03-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2025
LCI INDUSTRIES
(Exact name of registrant as specified in its charter)
Delaware001-1364613-3250533
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer
Identification No.)
3501 County Road 6 East, Elkhart,Indiana46514
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:(574)535-1125
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueLCIINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐



Item 7.01    Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01, "Regulation FD Disclosure." Such information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Slides for Investor Presentation as contained in Exhibit 99.1 and hereby incorporated by reference.

Item 8.01    Other Events.

On March 11, 2025, the Company issued a press release pursuant to Rule 135c under the Securities Act announcing its intent to commence a distribution of a confidential preliminary offering memorandum to potential investors relating to a proposed private offering by the Company (the "Offering"), subject to market and other conditions, of $400.0 million in aggregate principal amount of convertible senior notes due 2030 (the "Notes"). In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer to sell, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification thereof under the securities laws of such jurisdiction.

Item 9.01    Financial Statements and Exhibits.

Exhibits

99.1    Slides for Investor Presentation (furnished herewith)

99.2    Press Release dated March 11, 2025

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” that involve risks and uncertainties, including statements concerning the proposed terms of the Notes, the convertible note hedge transactions and warrant transactions, the potential repurchase of a portion of the Company's 1.125% Convertible Senior Notes due 2026, the potential unwinding of a portion of the convertible note hedge transactions and warrant transactions entered into in connection with the offering of the Company's 1.125% Convertible Senior Notes due 2026, the potential repurchase of shares of the Company's common stock, the proposed term loan financing, the completion, timing and size of the proposed Offering of the Notes and the convertible note hedge and warrant transactions and the anticipated use of proceeds from the Offering. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from the Company’s plans. These risks include, but are not limited to, market risks, trends and conditions, and those risks included in the section titled “Risk Factors” in the Company’s Securities and Exchange Commission (“SEC”) filings and reports, including its Annual Report on Form 10-K for the year ended December 31, 2024 and other filings that the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. All forward-looking statements contained in this Current Report on Form 8-K speak only as of the date on which they were made. The Company disclaims any obligation or undertaking to update such statements to reflect circumstances or events that occur after the date on which they were made, except as required by law.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LCI INDUSTRIES
(Registrant)

By: /s/ Lillian D. Etzkorn
Lillian D. Etzkorn
Chief Financial Officer

Dated: March 11, 2025


Ma r ch 2025


 
2 Forward-Looking Statements This presentation 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 presentation 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, and Section 27A of the Securities Act of 1933, as amended, and involve a number of risks and uncertainties, some of which are not under our control. 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, balance sheet items, financial condition, liquidity, debt, leverage ratios, retail and wholesale demand, integration of acquisitions, R&D investments, commodity prices, addressable markets, market shares and industry trends, whenever they occur in this presentation, 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 presentation, the impacts of costs and availability of, and tariffs on, raw materials (particularly steel and aluminum) and other components, future pandemics, geopolitical tensions, armed conflicts, or natural disasters on the global economy and on the Company's customers, suppliers, employees, business and cash flows, pricing pressures due to domestic and foreign competition, seasonality and cyclicality in the industries to which we sell our products, availability of credit for financing the retail and wholesale purchase of products for which we sell our components, inventory levels of retail dealers and manufacturers, availability of transportation for products for which we sell our components, the financial condition of our customers, the financial condition of retail dealers of products for which we sell our components, retention and concentration of significant customers, the costs, pace of and successful integration of acquisitions and other growth initiatives, availability and costs of production facilities and labor, team member benefits, team member retention, realization and impact of expansion plans, efficiency improvements and cost reductions, the disruption of business resulting from natural disasters or other unforeseen events, the successful entry into new markets, 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, information technology performance and security, the ability to protect intellectual property, warranty and product liability claims or product recalls, 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, and 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, 2024, and in the Company’s subsequent filings with the Securities and Exchange Commission, including the Company's Quarterly Reports on Form 10-Q. Readers of this presentation 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. Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures, such as EBITDA, total debt to EBITDA leverage ratio, net debt to EBITDA leverage ratio, free cash flow, and free cash flow conversion. These non-GAAP financial measures should not be considered a substitute for the comparable GAAP financial measures. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measure are included in the Appendix to this presentation.


 
3 Agenda 4 24 27 I. Company Overview and Investment Highlights II. Financial Overview III. Appendix


 
COMPANY OVERVIEW AND INVESTMENT HIGHLIGHTS


 
5 Poised for Strong Long-Term Performance Growth & Margin Drivers Continued investment toward innovation and R&D Strong focus on aftermarket repair, replacement and upgrade Further development in automotive aftermarket Expanding presence in diversified end-markets through proven playbook Scaling appropriately with demand recovery Further operational improvements in automation and efficiency Improving Environment Capitalize on production environment improvements in both RV and Marine Internal Efficiencies and Leverage Continue to reduce cost structure to create leverage for the next years of growth Traction in New Products and New Market Share Gains Gain further traction in recently launched products and continue to introduce new innovations Key Factors to Achieve Near-term Growth


 
6 LCI at a Glance ⚫ Leading supplier of highly engineered components primarily to the OEMs of RVs, buses, trailers, trucks, boats, trains, manufactured housing and their related aftermarkets ⚫ LCI has a large product offering including RV slide-outs and chassis, axles, furniture and glass solutions for all types of vehicles ⚫ LCI focuses on offering superior, innovative products made by trusted and recognized brands ⚫ 100,000+ retail customer interactions monthly with over 25 years of robust customer and market share retention ⚫ Continued market expansion driven by cutting edge innovation initiatives and prioritization of strategic M&A that is leveraged to enhance diversification and long-term growth potential Offers 25+ Key Brands Overview of Facilities NA RV OEM 43% NA Marine OEM 7% NA Aftermarket 21% NA Adjacenct Industries 18% International 11% FY 2024 Net Sales by Market 1 FY 2024; EBITDA is a non-GAAP measure. See appendix for a reconciliation to the nearest GAAP measure; 2 Defined as Cash Flow from Operations (CFO) less Capital Expenditures. Free Cash Flow is a non-GAAP measure. See appendix for a reconciliation to the nearest GAAP measure. LCI by the Numbers $3.7B Net sales $344M EBITDA $328M Free Cash Flow 12,500+ Employees 140+ Global facilities 26 Countries served 1 1 1,2 Select Products Chassis Furniture Windows Awnings


 
7 Industry-Leading Competitive Differentiation Across Multiple Markets 1 Numbers may not sum to 100% due to rounding; 2 “Serviceable Addressable Market” amounts represent Management’s estimate of the size of the addressable market based on current products and pricing as of Q4 2024, excluding the Company’s current net sales to those markets. RV OEM market opportunity is based on estimated annual wholesale production of 400,000 units; 3 “LCI current market share” percentages are based on Management’s estimates as of 12/31/2024 Key Drivers & Commentary Sector Overview Historical Net Sales ($M) % of Total Net Sales (FY 2024)1 Total Addressable Market ($M)2 LCI Current Estimated Market Share3 ⚫ Positive demographic trends and market advantages continue to support the segment as demand recovers ⚫ Manufacturing and distributing a broad array of products to key RV producers (THOR, Winnebago, Forest River, etc.) $2,990 ~60% ⚫ Marine industry pressured by current dealer inventory levels and inflation ⚫ Serving key marine manufactures such as Brunswick, Polaris, Barletta (Winnebago) and Forest River (Marine) with critical components $750 ~35% ⚫ Strongest value driver for LCI due to runway for organic growth, counter- cyclicality, strong margin profile and premium brands ⚫ Many OEM parts, optional upgrades and repair parts are sold through aftermarket channels, primarily to retail dealers $7,140 ~15% ⚫ European RV and marine markets have softened, partially offset by strength in the rail market ⚫ Focused on developing products tailored for international recreation and transportation markets $2,470 ~15% ⚫ Residential windows, axle products, transit bus seating and bus chassis stretching continue to help gain share in adjacent markets ⚫ Manufacturing and supply of numerous components to several industries including buses, trailers, livestock and building products $2,450 ~25% NA RV OEM NA Marine OEM NA Aftermarket International NA Adjacent Industries $1,375 $1,389 $2,390 $2,800 $1,471 $1,617 2019 2020 2021 2022 2023 2024 $170 $167 $384 $493 $352 $246 2019 2020 2021 2022 2023 2024 $263 $607 $769 $825 $814 $803 2019 2020 2021 2022 2023 2024 $146 $237 $374 $397 $414 $394 2019 2020 2021 2022 2023 2024 $418 $396 $555 $692 $733 $682 2019 2020 2021 2022 2023 2024 43% 7% 21% 11% Emphasis on diversification outside of the North American RV OEM market 18%


 
8 95% Free Cash Flow Conversion(1) (Full Year 2024) 34% Total Net Sales Growth (2020 - 2024) 17 Average Senior Management Tenure at LCI (Years) 4.2% Dividend Yield (Full Year 2024) Net Debt to EBITDA(1) (as of 12/31/2024) 1.7x Track Record of Resilience, Cash Flow, Discipline and Shareholder Returns 50% Content Per Towable Unit Growth (2020 - 2024) 1 Additional information regarding Free Cash Flow Conversion and Net Debt to EBITDA, and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures, are provided in the Appendix


 
9 How LCI Wins Metal Fabrication & Welding Lamination Glass Fabrication Furniture Manufacturing Power & Motion Systems Electronics Plastics Forming Manufacturing & Engineering Competencies And Create an Unmatched Product Ecosystem Enable Us to Solve Complex Customer Needs E-Coating & Powder Coating Across Multiple End Markets Small Batch Manufacturing with Scale Benefits Design/Engineering Expertise Custom, Non-Commoditized Products Appliances TransportationBuilding ProductsFurniture Solutions Windows & Glass Solutions RV & Marine Aftermarkets Utility & Cargo Trailer Appliance & Kitchen Solutions Truck & Towing Accessories International Automotive Aftermarket Doors, Steps & Awnings Leveling, Stabilization & Slide-outs MarineRecreational Vehicles Chassis & Suspension Systems Axles


 
10 LCI’s Competitive Moat Our success and share gains are driven by scale, expertise, and people Bundling Capabilities Diversified portfolio is an advantage as customers consolidate vendors Customer Proximity Strategically positioned near OEM partners to reduce lag time and costs Customer Service Handling over 1 million customer interactions annually through 300 service agents Acquisitive DNA 70 acquisitions over two decades to expand footprint and product offerings Low-Cost Manufacturer Significant purchasing advantage due to size, allowing for pricing advantages Manufacturer of Critical Products Expanded competencies into critical product lines Flexibility & Agility Ability to rapidly produce and scale production when needed Complex Manufacturing Experts Highly skilled at engineering, design, and manufacturing of complex products Automation Capabilities Substantial investments into automation to increase speed and efficiencies Experienced Leadership 17-year average tenure for top-25 executives with experience navigating numerous cycles Best-In-Class Team Team members who demonstrate resiliency and determination Master Innovators Experienced and innovative R&D team working to develop new products Strong Customer Relationships 15+ years average customer tenure with an emphasis on customer satisfaction Scale & Market Leader Advantages Unique Manufacturing Capabilities & Offerings Our People & Culture $288M 2000 Net Sales $3.7B 2024 Net Sales Strong Culture A culture that drives heightened retention rates and fosters a collaborative environment


 
11 Consistent Market Share, Content, and Net Sales Gains Validate Competitive Advantages Adjacencies 2020 2024 Building Products Net Sales $113M $192M 70% Transportation Products Net Sales $137M $197M 44% Utility Trailer Products Net Sales $117M $271M 132% International Net Sales $237M $394M 66% * Marine, Building Products, and Transportation are fragmented markets, with dozens of competitors | 1 Includes Company chassis production data, Management estimates and industry wholesale shipment data from Statistical Surveys, Inc. NA RV & Marine 2020 2024 NA RV OEM; Chassis Market Share1 84% 85% NA Towable RV Content per Unit $3,390 $5,097 50% NA Marine Content per Unit $739 $1,098 49% Dominant share in Chassis helps drive gains across categories as customers seek to consolidate suppliers NA Aftermarket 2020 2024 NA RV/Marine Aftermarket Net Sales $276M $354M 28% NA Automotive Aftermarket Net Sales $331M $449M 36%


 
12 Innovation Fueling Market Share and Content Expansion Past product launches Recent product launches 2009 5th Wheel Leveling 2004 Trailer Axles 2010 Entry Doors 2020 Appliances 2012 Awnings 2024 Net Sales Contribution $75M $308M Estimated Addressable Market(1) 4K Series Windows Anti-Lock Brakes Helux Pinbox Chill Cube TCS 2023 2023 2024 2024 2024 $312M $184M $150M$150M $50M Anti-Lock Brakes Tour Coiling Suspension ("TCS") 4000 Series Windows Chill Cube Helux® Pinbox Shallow Water Anchor $80M $100M $20M 1 Estimated addressable market amounts represent Management's estimate of the size of the addressable market based on products and pricing as of December 31, 2024. Market opportunities are based on Management's estimate of normalized industry volumes.


 
13 Established Leadership Unlocks Cross-Sell Growth and Content Opportunities NA RV OEM Net Sales Content Per Towable Unit Market leadership in essential products... Fuels bundling in key strategic lines... Positioning LCI to capture more of the $3 billion of addressable RV OEM opportunity • Axles & Suspension Enhancements • Appliances • HVAC • Safety Products (ABS) • New Window Innovations • Chassis • Windows • Leveling Systems • Awnings • Slide-Outs • Entry Doors • Furniture


 
14 New Market Diversification Expands Opportunities & Insulates Against Cyclicality Adjacent Industries OEM & Aftermarket Net Sales Focus on $13 billion of total addressable market1 through: • Innovation • Replace and repair cycles • Acquisitions Key Growth Areas Proven RV OEM playbook positions LCI to capitalize on significant market opportunity • Residential Windows • Industrial Windows • Trailer Axles & Suspension • Residential Awnings • Hitches & Towing • Biminis • Grill Guards • Air Conditioners Marine Building Products Transportation International Auto, Marine & RV Aftermarket 1 “Total Addressable Market” amounts represent Management’s estimate of the size of the addressable market based on current products and pricing as of Q4 2024, excluding the Company’s current net sales to those markets


 
15 1.6M Views on Tech Support Seminars Aftermarket Segment Growth Enhancing Diversified Positioning Fostering dealer relationships through trainings to improve knowledge and preference toward LCI products Dealer Training Creating products our customers want to improve the lifestyle Innovation Acquiring aftermarket brands to further build out our product offerings Inorganic Expansion Other aftermarket growth drivers include: ~$15B RV OEM Content RV Aftermarket $$$ $15B of LCI content added to new RVs since 2015 leads to... Increased sales of LCI products in the RV aftermarket during the repair and replace cycle Content Gains Lead to RV Aftermarket Growth Potential Automotive Aftermarket Bolstered by Successful M&A $406M $56M Acquired in December 2019 Acquired in April 2021 2024 FY Net Sales 2024 FY Net Sales 36K Trained Dealer Personnel 65K Tech Product Class Completions 2.1M How-To Page Hits


 
16 Building Products Transportation Products Europe Utility Trailers Marine RV Windows, Chassis Motion Power Systems Axles, Cut & Sew Aftermarket Electronics Plastics Furniture Awnings 1956 Founded as B&L Industries, supplying metal roofing to the MH industry Acquired Riverdale Steelworks, adding MH chassis manufacturing Acquired Kinro, industry leading window manufacturer 1980 M&A Driving Additional Upside 1958 1990s 1997 Metal Roofs Chassis, Chassis Parts Windows Windows 2000 2024 First RV chassis is built in McAdoo, PA Vertically integrated steel fabrication capabilities Began acquisition string of 6 chassis manufacturers Chassis, Chassis Parts Residential Windows Plastics Started axle business, began string of 8 RV component acquisitions Axles. RV Accessories. Power & Motion 2004 Acquired first of 3 RV furniture & mattress businesses 2007 Furniture, Lamination Electronics Axles Lamination Marinized Axles Awnings 2011 Acquired first adjacent market window business Aftermarket 2014 Acquired/vertically integrated electronics business Acquired first of 5 marine furniture businesses RV Parts & Accessories 2015 Pontoon Furniture Marine Accessories Windshields, Canvas 2016 Acquired first of 10 European businesses Steps & Bed Lifts Windows Entry Doors Acquired Marine glass, canvas & aftermarket businesses Powered Shade/Canvas Acrylic Windows Hitches & Towing Truck Accessories Entered automotive aftermarket by acquiring the CURT Group Blinds & Shades 2018 Sailing Equipment Glass Products 2020 Electronics 2021 Appliances, HVAC Electronics Acquired Furrion, adding appliances & HVAC systems Plastics RV Marine Transportation Aftermarket International Building Products


 
17 Trusted by Blue Chip Industry Leaders No single customer makes up over 20% of consolidated net sales Diversified Customer Base Steadfast focus on curating long lasting relationships with industry partners Average Tenure of Top Ten Customers15+ yrs I've done business with Jason and his team at LCI for 26 years and trust that they will stand behind their products and do what’s right, and no other supplier in the business comes close to providing the same level of industry advancing innovations as LCI – Ron Fenech, Founder of Brinkley RV Our partnership has only flourished over the years due to LCI's reliable quality, industry leading innovation, long term relationships, top tier service and training support – Doug Gaeddert, CEO Forest River RV Division LCI's outstanding customer service, willingness to innovate, strong relationship with us, and local presence in Elkhart make them an indispensable partner for our future – David Wright, CEO Forest River Bus, Marine, and Heavy Truck Division LCI's commitment to delivering high- quality components, on-time delivery and exceptional aftermarket support enables Alliance RV to provide best-in- class products to our dealer network across North America – Coley Brady, Owner and CEO of Alliance RV Throughout my 25 years in the industry, LCI has been committed to innovation and design, supporting the growth of the companies I’ve been fortunate enough to lead and I am very proud to do business with a company that serves their community, customers and team members in such an admirable way – Don Clark, Founder and CEO of Grand Design RV


 
18 Strong Industry Fundamentals and Dynamics Support Growth Increasing demand for motorhomes and towables Growing government investment in infrastructure to support tourism Rising popularity of road trips and use of off-road campers Proliferation of government initiatives for affordable housing Growing demand for housing with environmentally conscious components Rising popularity of modular home construction methods Increased customer engagement in recreational boating activities Broad adoption of recreational boating in the millennial driven adventure tourism Normalizing inventory levels and lowering rates supporting purchase financing RV Market Marine Market Building Products Market Key Tailwinds LCI Historical Sales $669 $511 $398 $573 $681 $901 $1,016 $1,191 $1,403 $1,679 $2,148 $2,476 $2,371 $2,796 $4,473 $5,207 $3,785 $3,741 FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 ($M)


 
19 Historically the RV market rebounds by an average of 101% over the 4-8 years following a shipment downturn Anticipated Strong RV Recovery Ahead RV Industry Showing Signs of Recovery • First YoY retail growth in 40 months in 4Q24 • Dealer inventories at or near historic lows • Many dealers reporting profitability in early 2025 Secular Tailwinds Accelerating Growth • Shift to experiences driving demand • Remote work enabling more travel • Broader travel rebound underway Source: Statistical Surveys, Inc.


 
20 Optimized Operations Boosting Profitability 11% Negatives 3% 2022 • 37% RV shipment decline • Lower commodity-linked selling prices • Fixed costs deleverage Operating Margin: 2023 Positives • Lower material & freight costs • Aftermarket mix impact • Lower warranty costs • Facility consolidation • Overhead & G&A reductions 6% 2024 >10% Target Steady State Negatives • Sluggish RV production 25% incremental margin on higher volumes* Positives • Higher volumes • Aftermarket gains • 85bps of overhead and G&A reductions • Facility consolidation Negatives • Sluggish Marine production * Incremental margin over baseline comparative period volume.


 
21 A Visionary Leadership Team Driving Long-Term Growth Jason Lippert President & Chief Executive Officer Time with LCI: 29+ Years Ryan Smith Group President of North America Jamie Schnur Group President of Aftermarket Lillian Etzkorn Chief Financial Officer Time with LCI: 18+ Years Time with LCI: 28+ Years Time in Industry: 30+ Years 17 Years Average Tenure Amongst Senior Leadership Scott Meiner Chief Supply Chain Officer Time with LCI: 27+ Years Andrew Mock SVP of Sales RV Time with LCI: 10+ Years Andrew Pocock EVP of Building & Transportation Products Time with LCI: 20+ Years Andrew Namenye Chief Legal Officer Time in Industry: 20+ Years Experienced Through various economic cycles Expansive Industry knowledge and relationships Local Centralized team stays close to the business


 
22 Strategic Capital Deployment Driving Shareholder Value Historical Use of Cash Capital Allocation Priorities • Strategic Acquisitions to expand presence in existing markets • Reinvestment back into the business • Returning value to shareholders • Reducing Leverage Strong History of Cash Returns • Generated ~$900 million in operating cash flows during a 2-year period while a 50% drop in RV shipments occurred • Strong cash position of $166 million at December 31, 2024 • Paid down $366 million of debt since 2023 • Net debt to EBITDA1 of 1.7x at December 31, 2024 • Paid quarterly dividends in 2024 aggregating $4.30 per share, or $109 million Repurchases Dividends Acquisitions CapEx 1 EBITDA is a non-GAAP measure. See appendix for a reconciliation to the nearest GAAP measure


 
23 Strong industry fundamentals support continued growth Proven business resilience, strong cash flow generation and financial discipline driving shareholder returns Established competitive moat with ability to withstand economic downturns New market diversification and aftermarket segment growth expands business opportunities and insulates against cyclicality Track record of driving diversification across business segments with organic strategic opportunities and bolt-on M&A Trusted by blue-chip industry leaders and has long-standing, profitable relationships with them Market leading manufacturer of engineered components with whitespace for continued growth & diversification Innovation fueling market share gains, product expansion and content per unit increases Visionary management team with extensive industry experience LCI is a Unique Investment Opportunity 2 3 5 6 7 1 4 9 8


 
FINANCIAL PERFORMANCE


 
25 Historical Operating Performance $276 $321 $511 $682 $255 $344 11.6% 11.5% 11.4% 13.1% 6.7% 9.2% $- $20 0 $40 0 $60 0 $80 0 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 $2,371 $2,796 $4,473 $5,207 $3,785 $3,741 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 $539 $706 $1,043 $1,273 $776 $880 22.7% 25.3% 23.3% 24.5% 20.5% 23.5% 0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 $- $20 0 $40 0 $60 0 $80 0 $1,0 00 $1,2 00 $1,4 00 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 Net Sales EBITDA1 and Margin Free Cash Flow2 and Conversion3 Gross Profit and Margin ($M)($M) ($M) ($M) 1 FY 2021 and FY 2022 excludes add-back of non-cash charge for inventory fair value step-up of $7M and $1M, respectively; EBITDA is a non-GAAP measure. See appendix for a reconciliation to the nearest GAAP measure; 2 Defined as Cash Flows Provided by Operating Activities less Capital Expenditures; Free Cash Flow is a non-GAAP measure. See appendix for a reconciliation to the nearest GAAP measure; 3 Defined as Free Cash Flow / EBITDA; 4 In FY 2021, significant growth and strategic inventory buying amidst supply chain disruptions resulted in negative FCF of $210M 4 $211 $174 $472 $465 $328 76.6% 54.2% 69.0% 182.0% 95.0% 0.0 % 50. 0% 100 .0% 150 .0% 200 .0% 250 .0% 300 .0% $- $20 0 $40 0 $60 0 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 nm


 
26 Fourth Quarter and Full Year 2024 Highlights 1 EBITDA is a non-GAAP measure. See appendix for a reconciliation to the nearest GAAP measure; 2 For the twelve months ended December 31, 2024 ⚫ Full year operating profit margin of 5.8%, up 250 bps year-over year ⚫ Lowered material costs through supply chain improvements ⚫ Product quality initiatives helped significantly reduce warranty costs year-over-year ⚫ Implemented $28M+ in non-material cost reductions in 2024 Strong operational improvements drove profitability across diverse end markets ⚫ Full year net sales of $3,741M, down 1% year-over-year ⚫ Full year net income of $143M, or 3.8% of net sales, up 123% year-over-year ⚫ Full year EBITDA1 of $344M, or 9.2% of net sales, up 35% year-over-year ⚫ Net sales of $803M with net income of $10M in the fourth quarter of 2024 ⚫ Grew sales to RV OEMs in our top 5 product categories despite negative mix shift ⚫ Delivered towable organic content growth both sequentially over Q3 2024 and year-over-year2 ⚫ Highly successful new product launch with 2025 RV model year – including ABS, A/C innovation, coil spring suspension, new window designs and new patented Sun Deck ⚫ Financial Performance ⚫ Executing Cost Management and Continuous Improvement initiatives ⚫ Gaining Share through Innovation ⚫ Capital Allocation ⚫ Strong liquidity position with $166M of cash and cash equivalents and $453M of availability on revolving credit facility (incl. impact from $4.8M in outstanding Letters of Credit) at December 31, 2024 ⚫ Repaid $89M of debt and paid $109M in dividends during FY 2024 ⚫ Continuing to evaluate strategic acquisition opportunities ⚫ Investing in R&D and innovation to drive profitable growth


 
APPENDIX


 
28 LCI Operates in a Large and Growing Outdoor Recreational Market Increased customer engagement in recreational boating activities is reshaping industry Consumer spending and access to credit spur boat purchases Increased boat customization and premium components Expansion of propulsion technologies and innovation Key Marine Growth Drivers Global Total Addressable Market (TAM)1Key RV Growth Drivers $31 $33 $36 $39 $42 $45 2023A 2024E 2025E 2026E 2027E 2028E $19 $20 $21 $22 $23 $25 2023A 2024E 2025E 2026E 2027E 2028E ($B)($B) Global RV TAM Growth Global Marine TAM Growth Increased worldwide demand in outdoor recreational activities coupled with continuing innovation underpins strong growth in forecasted TAM RV ownership has increased over 60% in the last 20 years Surging camping and outdoor activities as well as improving RV technology across Europe are driving demand for RVs 80%+ of current RV owners are intending to buy another RV, with 9.5M+ households expected to buy in the next 5 years Favorable demographic shift to younger RV owners across U.S. and Europe Key Industry Players RV Market Marine Market Source: Mordor Intelligence (2023 – 2028 Recreational Vehicle Market Study), Technavio (2024 – 2028 Recreational Boats Market Study) 1 Global Total Addressable Markets as defined in the Mordor Intelligence and Technavio market studies


 
29 Reconciliation of Non-GAAP Measures EBITDA, free cash flow, and free cash flow conversion are non-GAAP performance measures included to illustrate and improve comparability of the Company's results from period to period. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Free cash flow is defined as net cash flows provided by operating activities less capital expenditures. Free cash flow conversion is defined as free cash flow divided by EBITDA. The free cash flow conversion ratio is a non-GAAP measure and should not be considered a substitute for the ratio of cash flows from operating activities divided by net income determined in accordance with GAAP. The Company considers these non-GAAP measures in evaluating and managing the Company's operations and believes that discussion of results adjusted for these items is meaningful to investors because they provide a useful analysis of ongoing underlying trends. The adjusted measures are not in accordance with, nor are they a substitute for, GAAP measures, and they may not be comparable to similarly titled measures used by other companies. The net debt to EBITDA ratio on a trailing twelve month basis is a non-GAAP performance measure included because the Company believes it is useful to investors in evaluating the Company's leverage. The net debt to EBITDA ratio is defined as total debt, less cash and cash equivalents, divided by EBITDA. The net debt to EBITDA ratio is a non-GAAP measure and should not be considered a substitute for the ratio of total debt to net income determined in accordance with GAAP. The Company's calculation of its net debt to EBITDA ratio might not be calculated in the same manner as, and thus might not be comparable to, similarly titled measures used by other companies. 1 FY 2021 and FY 2022 excludes add-back of non-cash charge for inventory fair value step-up of $7M and $1M, respectively; 2 Defined as Cash Flows Provided by Operating Activities / Net Income; 3 Defined as Free Cash Flow / EBITDA EBITDA1 ($ in millions) 2024 2023 2022 2021 2020 2019 Net income $143 $64 $395 $288 $158 $147 Interest expense, net 29 40 28 16 13 9 Provision for income taxes 46 19 130 94 51 45 Depreciation and amortization 126 132 129 112 98 75 EBITDA $344 $255 $682 $511 $321 $276 FREE CASH FLOW CONVERSION ($ in millions) 2024 2023 2022 2021 2020 2019 Cash flows provided by operating activities $370 $527 $603 ($112) $231 $270 Capital expenditures (42) (62) (131) (99) (57) (58) Free cash flow $328 $465 $472 ($210) $174 $211 Operating Cash Flow Conversion2 259% 821% 153% nm 146% 184% Free Cash Flow Conversion3 95% 182% 69% nm 54% 77% NET DEBT/EBITDA (TTM) 12/31/2024 12/31/2023 12/31/2022 12/31/2021 12/31/2020 12/31/2019 Total debt $757 $847 $1,119 $1,303 $738 $631 Less cash and cash equivalents 166 66 47 63 52 35 Net debt $591 $781 $1,071 $1,240 $686 $596 Total Debt/Net Income (TTM) 5.3x 13.2x 2.8x 4.5x 4.7x 4.3x Net Debt/EBITDA (TTM) 1.7x 3.1x 1.6x 2.4x 2.1x 2.2x Twelve Months Ended December 31, Twelve Months Ended December 31,


 

Exhibit 99.2
FOR IMMEDIATE RELEASE
lci20industries20vector20l.jpg
Contact: Lillian D. Etzkorn, CFO
Phone: (574) 535-1125
LCI INDUSTRIES ANNOUNCES PROPOSED OFFERING OF $400 MILLION AGGREGATE PRINCIPAL AMOUNT OF CONVERTIBLE SENIOR NOTES AND PROPOSED REFINANCE OF TERM LOAN

ELKHART, Ind. – March 11, 2025 - LCI Industries (NYSE: LCII) (the “Company”), a leading supplier of engineered components to the recreation and transportation markets, today announced that it intends to offer, subject to market conditions and other factors, $400.0 million in aggregate principal amount of convertible senior notes due 2030 (the “Notes”) in a private placement (the “Offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, the Company expects to grant the initial purchasers of the Notes an option to purchase, within a 13-day period from and including the date on which the Notes are first issued, up to an additional $60.0 million in aggregate principal amount of Notes (the “Option”). The Company also announced that it is launching a proposed senior secured Term Loan B due 2032 in an aggregate principal amount of $400.0 million.

Notes Offering

The Notes will be general unsecured, senior obligations of the Company. Final terms of the Notes, including the initial conversion price, interest rate and certain other terms of the Notes will be determined at the time of pricing of the Offering. The Notes will bear interest, payable semi-annually in arrears, and the Notes will mature on March 1, 2030, unless earlier converted, redeemed or repurchased in accordance with their terms prior to such date. Prior to the close of business on the business day immediately preceding November 1, 2029, noteholders may convert their Notes at their option only upon the satisfaction of certain conditions and during certain periods. On or after November 1, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, noteholders may convert all or any portion of their Notes at any time.

The Company will settle conversions by paying cash up to the aggregate principal amount of the Notes to be converted and paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted, based on the then applicable conversion rate. Noteholders will have the right to require the Company to repurchase for cash all or any portion of their Notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes.

The Company intends to use a portion of the net proceeds from the Offering to fund the cost of entering into the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to the Company from the sale of the warrants under the warrant transactions described below). The Company also expects to use the remaining net proceeds from the Offering, together with cash on hand (if necessary), to repurchase (i) a portion of its outstanding 1.125% convertible senior notes due 2026 (the “2026 Notes”) and (ii) up to $50.0 million of shares of the Company’s common stock concurrently with the pricing of the Offering, in each case, as described below. If the initial purchasers exercise the Option, then the Company expects to use a portion of the net proceeds from the sale of the additional Notes to fund the cost of entering into additional convertible note hedge transactions (after such cost is partially offset by the proceeds to the Company from the sale of the warrants under the additional warrant transactions). The Company expects to use the remaining net proceeds for general corporate purposes.

Concurrently with the pricing of the Notes in the Offering, the Company expects to enter into one or more separate and individually negotiated transactions with certain noteholders of the 2026 Notes to repurchase for cash a portion



of the 2026 Notes. The terms of the 2026 Notes repurchases are anticipated to be individually negotiated with each such noteholder of the 2026 Notes and will depend on several factors, including the market price of the Company’s common stock and the trading price of the 2026 Notes at the time of such 2026 Notes repurchases. No assurance can be given as to how much, if any, of the 2026 Notes will be repurchased or the terms on which they will be repurchased. The Company expects to negotiate the 2026 Notes repurchases with or through one of the initial purchasers and/or its affiliate. Holders of the 2026 Notes that are repurchased as described above may enter into or unwind various derivatives with respect to the Company's common stock (including entering into derivatives with one or more of the initial purchasers in this offering or their respective affiliates) and/or purchase or sell shares of the Company's common stock, which in the case of the 2026 Note repurchases, are expected to occur concurrently with or shortly after the pricing of the Notes.

In connection with the issuance of the 2026 Notes, the Company entered into convertible note hedge transactions (the “Existing Convertible Note Hedge Transactions”) and warrant transactions (the “Existing Warrant Transactions,” and, together with the Existing Convertible Note Hedge Transactions, the “Existing Call Spread Transactions”) with certain financial institutions (the “Existing Option Counterparties”). If the Company repurchases any of its 2026 Notes, then the Company may enter into agreements with the Existing Option Counterparties concurrently with or shortly after the pricing of the Offering to unwind a portion of: (i) the Existing Convertible Note Hedge Transactions in a notional amount corresponding to the principal amount of 2026 Notes repurchased and (ii) the Existing Warrant Transactions with respect to a number of shares of the Company’s common stock equal to the notional shares underlying the 2026 Notes repurchased. In connection with any such terminations and the related unwinding of the existing hedge position of the Existing Option Counterparties, such Existing Option Counterparties and/or their respective affiliates may sell shares of the Company’s common stock in secondary market transactions and/or unwind various derivative transactions with respect to the Company’s common stock, which may occur concurrently with or shortly after the pricing of the Notes. Repurchases of the 2026 Notes and any unwind of the Existing Call Spread Transactions described above, and the potential related market activities by noteholders of the 2026 Notes that are repurchased by the Company and the Existing Option Counterparties, as applicable, could increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of the Company’s common stock, which may affect the trading price of the Notes at that time and, to the extent effected concurrently with the pricing of the Notes, the initial conversion price of the Notes. The Company cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes or the Company’s common stock.

In connection with the pricing of the Notes, the Company expects to enter into privately negotiated convertible note hedge transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “Option Counterparties”). These transactions will cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that will initially underlie the Notes, and are expected generally to reduce the potential equity dilution, and/or offset any cash payments the Company is required to make in excess of the principal amount due, as the case may be, upon conversion of the Notes.

The Company also expects to enter into separate, privately negotiated warrant transactions with the Option Counterparties at a higher strike price relating to the same number of shares of the Company’s common stock, subject to customary anti-dilution adjustments, pursuant to which the Company will sell warrants to the Option Counterparties. The warrants could have a dilutive effect on the Company’s outstanding common stock and the Company’s earnings per share to the extent that the market price per share of the Company’s common stock exceeds the applicable strike price of those warrants.

If the initial purchasers exercise the Option, the Company expects to enter into additional convertible note hedge transactions and additional warrant transactions with the Option Counterparties, which will initially cover the number of shares of the Company’s common stock that will initially underlie the additional Notes sold to the initial purchasers.

The Company has been advised that in connection with establishing their initial hedges of the convertible note hedge and warrant transactions, the Option Counterparties and/or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the Notes. This activity could have the effect of increasing (or reducing the size of any decrease in) the market price of the Company’s common stock and/or the



Notes at that time. The Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and the Option Counterparties and/or their respective affiliates are likely to do so in connection with any conversion of the Notes or redemption or repurchase of the Notes).

The potential effect, if any, of these transactions and activities on the market price of the Company’s common stock or the Notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of the Company’s common stock, which could affect the ability of noteholders to convert the Notes, the value of the Notes and the amount of cash and the number of and value of the shares of the Company’s common stock, if any, noteholders would receive upon conversion of the Notes.

The Company also expects to repurchase up to $50.0 million of shares of the Company’s common stock concurrently with the pricing of the Offering using the net proceeds of the Offering. The Company expects to repurchase such shares from purchasers of the Notes in privately negotiated transactions effected with or through one of the initial purchasers and/or its affiliate. These share repurchases could increase, or reduce the size of any decrease in, the market price of the Company’s common stock, including concurrently with the pricing of the Notes, resulting in a higher effective conversion price for the Notes. The Company cannot predict the overall effect that such share repurchases will have on the price of the Notes or the Company’s common stock. In addition, no assurance can be given as to how much, if any, of the Company’s common stock will be repurchased or the terms on which they will be repurchased.

This press release is not an offer to repurchase the 2026 Notes or any shares of the Company’s common stock and the Offering of the Notes is not contingent upon the 2026 Notes repurchases or the share repurchases described above.

The offer and sale of the Notes and the shares of the Company’s common stock, if any, issuable upon conversion of the Notes have not been registered under the Securities Act or any state securities laws, and the Notes and such shares may not be offered or sold absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification thereof under the securities laws of such jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the applicable private offering memorandum.

Proposed Credit Facility

The Company is launching a proposed senior secured Term Loan B due 2032 in an aggregate principal amount of $400.0 million (the “New Term Loan”). The Company anticipates that the New Term Loan B will be documented in a new credit facility (the “Proposed Credit Facility”) that will include a $600.0 million revolving credit facility maturing in 2030. The Company currently intends to use the proceeds from the New Term Loan, together with any revolving loans to be drawn under the Proposed Credit Facility, to prepay in full all indebtedness outstanding under its existing credit agreement dated December 14, 2018 with JPMorgan, as a lender and administrative agent, and other bank lenders, to pay any fees and expenses in connection therewith and to fund any original issue discount in respect of such term loans.

The terms of the Proposed Credit Facility will be disclosed upon completion of the transactions. There can be no assurances that the Company will be successful in its marketing efforts or that it will be able to enter into the Proposed Credit Facility. Closing of the Proposed Credit Facility, which is anticipated to occur before the end of the first quarter of 2025, is subject to market conditions, as well as the negotiation and execution of definitive documents and the satisfaction of customary closing conditions.




About LCI Industries

LCI Industries (NYSE: LCII), through its Lippert subsidiary, is a global leader in supplying engineered components to the outdoor recreation and transportation markets. We believe our innovative culture, advanced manufacturing capabilities, and dedication to enhancing the customer experience have established Lippert as a reliable partner for both OEM and aftermarket customers.

Forward-Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this press release 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, and Section 27A of the Securities Act, and include statements concerning the proposed terms of the Notes, the convertible note hedge transactions and warrant transactions to be entered into in connection with the Offering, the potential repurchase of a portion of the 2026 Notes, the potential unwinding of a portion of the Existing Call Spread Transactions, the potential repurchase of shares of the Company’s common stock, the proposed term loan financing, the completion, timing and size of the proposed transactions and the anticipated use of proceeds thereof.

A number of factors could cause actual results to differ materially from these statements, including, risks relating to the Offering, general economic uncertainty in key markets, the impacts of future pandemics, geopolitical tensions, armed conflicts, or natural disasters on the global economy and on the Company's customers, suppliers, employees, business and cash flows, pricing pressures due to domestic and foreign competition, costs and availability of, and tariffs on, raw materials (particularly steel and aluminum) and other components, seasonality and cyclicality in the industries to which we sell our products, availability of credit for financing the retail and wholesale purchase of products for which we sell our components, inventory levels of retail dealers and manufacturers, availability of transportation for products for which we sell our components, the financial condition of our customers, the financial condition of retail dealers of products for which we sell our components, retention and concentration of significant customers, the costs, pace of and successful integration of acquisitions and other growth initiatives, availability and costs of production facilities and labor, team member benefits, team member retention, realization and impact of expansion plans, efficiency improvements and cost reductions, the disruption of business resulting from natural disasters or other unforeseen events, the successful entry into new markets, 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, information technology performance and security, the ability to protect intellectual property, warranty and product liability claims or product recalls, 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, and 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, 2024, and in the Company's subsequent filings with the Securities and Exchange Commission. Readers of this press release 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.

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