UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1999 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from .................. to .................. Commission file number 0-3922 PATRICK INDUSTRIES, INC. (Exact name of registrant as specified in its charter) INDIANA 35-1057796 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1800 South 14th Street, Elkhart, IN 46516 (Address of principal executive offices) (ZIP Code) (219) 294-7511 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Shares of Common Stock Outstanding as of November 5, 1999: 5,695,566 PATRICK INDUSTRIES, INC. INDEX Page No. PART I: Financial Information Unaudited Condensed Balance Sheets September 30, 1999 & December 31, 1998 3 Unaudited Condensed Statements of Income Three Months Ended September 30, 1999 & 1998, and Nine Months Ended September 30, 1999 & 1998 4 Unaudited Condensed Statements of Cash Flows Nine Months Ended September 30, 1999 & 1998 5 Notes to Unaudited Condensed Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II: Other Information 14 Signatures 15 PART I: FINANCIAL INFORMATION PATRICK INDUSTRIES, INC. CONDENSED BALANCE SHEETS
(Unaudited) (Note) SEPTEMBER 30 DECEMBER 31 1999 1998 ASSETS CURRENT ASSETS Cash and cash equivalents $ 299,847 $ 3,704,693 Trade receivables 31,049,255 20,767,406 Inventories 49,041,054 43,498,632 Prepaid expenses 574,500 591,470 ------------ -------------- Total current assets 80,964,656 68,562,201 PROPERTY AND EQUIPMENT, at cost 88,884,318 84,527,846 Less accumulated depreciation 39,074,569 34,055,143 ------------ -------------- 49,809,749 50,472,703 ------------ -------------- INTANGIBLE AND OTHER ASSETS 8,267,480 8,719,759 ------------ -------------- Total assets $139,041,885 $ 127,754,663 ============ ============== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Current maturities of long-term debt $ 3,671,428 $ 3,985,963 Accounts payable, trade 23,147,824 13,184,295 Accrued liabilities 5,975,047 4,693,559 ------------ -------------- Total current liabilities 32,794,299 21,863,817 ------------ -------------- LONG-TERM DEBT, less current maturities 23,157,144 26,128,572 ------------ -------------- DEFERRED COMPENSATION OBLIGATION 1,884,652 1,781,491 ------------ -------------- DEFERRED TAX LIABILITIES 1,674,000 1,674,000 ------------ -------------- SHAREHOLDERS' EQUITY Common stock 21,754,655 22,117,481 Retained Earnings 57,777,135 54,189,302 ------------ -------------- 79,531,790 76,306,783 ------------ -------------- Total liabilities and shareholders' equity $139,041,885 $ 127,754,663 ============ ============== NOTE: The balance sheet at December 31, 1998 has been taken from the audited financial statements at that date. See accompanying notes to Unaudited Condensed Financial Statements
PATRICK INDUSTRIES, INC. UNAUDITED CONDENSED STATEMENTS OF INCOME
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 1999 1998 1999 1998 NET SALES $116,980,578 $119,070,180 $347,361,878 $341,788,528 ------------ ------------ ------------ ------------ COST AND EXPENSES Cost of goods sold 103,490,544 103,175,971 303,614,172 297,178,467 Warehouse and delivery expenses 4,172,772 4,234,302 12,378,548 12,011,239 Selling, general, and administrative expenses 6,710,034 6,814,571 20,025,376 20,054,087 Interest expense, net 394,933 304,972 1,084,068 823,847 ------------ ------------ ------------ ------------ 114,768,283 114,529,816 337,102,164 330,067,640 ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES 2,212,295 4,540,364 10,259,714 11,720,888 INCOME TAXES 875,300 1,816,200 4,053,200 4,688,400 ------------ ------------ ------------ ------------ NET INCOME $ 1,336,995 $ 2,724,164 $ 6,206,514 $ 7,032,488 ============ ============ ============ ============ BASIC AND DILUTED EARNINGS PER COMMON SHARE $ .23 $ .46 $ 1.08 $ 1.19 ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 5,695,539 5,925,865 5,722,245 5,912,622 See accompanying notes to Unaudited Condensed Financial Statements.
PATRICK INDUSTRIES, INC. UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 6,206,514 $ 7,032,488 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,527,089 5,313,673 (Gain) on sale of fixed assets (637,238) -- Other 103,161 302,375 Change in assets and liabilities: Decrease (Increase) in: Trade receivables (10,281,849) (15,024,438) Inventories (5,542,422) (5,949,208) Prepaid expenses 16,970 464,737 Increase (Decrease) in: Accounts payable and accrued liabilities 10,274,604 10,233,776 Income taxes payable 977,326 648,187 ------------ ------------ Net cash provided by operating activities 7,644,155 3,021,590 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (5,287,373) (6,528,966) Proceeds from sale of fixed assets 872,976 57,270 Acquisition of business -- (2,581,490) Other (63,000) -- ------------ ------------ Net cash (used in) investing activities (4,477,397) (9,053,186) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Borrowings under long-term debt agreements -- 5,214,483 Principal payments on long-term debt (3,285,963) (393,371) Proceeds from exercise of common stock options 26,875 80,625 Repurchase of common stock (2,537,208) (370,771) Cash dividends paid (691,837) (708,290) Other (83,471) -- ------------ ------------ Net cash provided by (used in) financing activities (6,571,604) 3,822,676 ------------ ------------ Decrease in cash and cash equivalents (3,404,846) (2,208,920) Cash and cash equivalents, beginning 3,704,693 3,765,171 ------------ ------------ Cash and cash equivalents, ending $ 299,847 $ 1,556,251 ============ ============ See accompanying notes to Unaudited Condensed Financial Statements
PATRICK INDUSTRIES, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly financial position as of September 30, 1999, and December 31, 1998, and the results of operations and cash flows for the three months and the nine months ended September 30, 1999 and 1998. 2. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in Company's December 31, 1998 audited financial statements. The results of operations for the three and nine month periods ended September 30, 1999 and 1998 are not necessarily indicative of the results to be expected for the full year. 3. The inventories on September 30, 1999 and December 31, 1998 consist of the following classes: September 30 December 31 1999 1998 Raw materials $28,840,024 $26,676,674 Work in process 1,453,801 1,278,367 Finished 4,545,920 3,103,860 Total manufactured goods $34,839,745 $31,058,901 Distribution products 14,201,309 12,439,731 TOTAL INVENTORIES $49,041,054 $43,498,632 The inventories are stated at the lower of cost, First-In First-Out (FIFO) method, or market. 4. Stock options outstanding are immaterial and had an immaterial effect on diluted earnings per share. Earnings per common share for the nine months ended September 30, 1999 and 1998 have been computed based on the weighted average common shares outstanding of 5,722,245 and 5,912,622 respectively. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. GENERAL The Company's business has shown significant revenue growth since 1991, as net sales increased annually from $143 million to over $453 million in seven years. The sales in 1998 were 10.5% ahead of the 1997 record year. The increase in sales resulted from the continued strength of both the economy and the manufactured housing and recreational vehicle industries, as well as strategic business acquisitions made during late 1997 and fiscal 1998. The first six-months of 1999 resulted in a 3.4% increase in sales over the same period in 1998, but in the third quarter the 1999 net sales were 1.8% lower than the 1998 quarter. The following table sets forth the percentage relationship to net sales of certain items in the Company's Statements of Operations: Three Months Nine Months Ended September 30 Ended September 30 1999 1998 1999 1998 Net Sales 100.0% 100.0% 100.0% 100.0% Cost of Sales 88.5 86.7 87.4 87.0 Gross Profit 11.5 13.3 12.6 13.0 Warehouse and Delivery 3.6 3.6 3.5 3.5 Selling, General & Administrative 5.7 5.7 5.8 5.9 Operating Income 2.2 4.0 3.3 3.6 Net Income 1.1 2.3 1.8 2.1
RESULTS OF OPERATIONS Quarter Ended September 30, 1999 Compared to Quarter Ended September 30, 1998 Net Sales. Net sales decreased by $2.1 million, or 1.8%, from $119.1 million for the quarter ended September 30, 1998, to $117.0 million in the quarter ended September 30, 1999. This sales decrease was attributable to a decrease in the number of units produced in the manufactured housing industry, to whom the Company is a major supplier. The Company's sales in the quarter were 62% to manufactured housing, 23% to recreational vehicle, and 15% to other industries. Gross Profit. Gross profit decreased by approximately $2.4 million, or 15.1%, from $15.9 million in the third quarter of 1998, to $13.5 million in the same 1999 quarter. As a percentage of net sales, gross profit decreased from 13.3% in 1998 to 11.5% in the third quarter of 1999. The decrease in gross profit was due to most manufacturing operations showing declines in volume and operating efficiencies when compared to the same 1998 period. In most markets highly competitive pricing had negative impact on gross profits making several of the Company's manufacturing operations unprofitable in this period. Warehouse and Delivery Expenses. Warehouse and delivery expenses decreased approximately $62,000, or 1.5%. As a percentage of net sales, warehouse and delivery expenses remained the same in the third quarter of 1999 and 1998. Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased by $105,000, or 1.5%, from $6.8 million in 1998, to $6.7 million in 1999. As a percentage of net sales, selling, general and administrative expenses also remained the same in both years' third quarter. Operating Income. Operating income decreased by approximately $2.2 million because of the decreased sales and the reduced gross profits. As a percentage of sales, operating income decreased from 4.0% in the 1998 third quarter to 2.2% in the same 1999 period. Interest Expense, Net. Interest expense, net increased by approximately $90,000 from $305,000 in 1998 to $395,000 in the third quarter of 1999. The Company's borrowing levels during the 1999 period were approximately the same while invested cash was lower. Net Income. Net income decreased by approximately $1.4 million from $2.7 million in 1998 to $1.3 million in 1999 for the third quarter ended September 30. This decrease is attributable to the factors described above. Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30, 1998 Net Sales. Net sales increased by $5.6 million, or 1.6%, from $341.8 million for the nine months ended September 30, 1998, to $347.4 million in the nine months ended September 30, 1999. This sales increase was attributable to increases in the number of units produced in the recreational vehicle industry, while production in the manufactured housing industry remained level. The Company's sales in the first nine months were 61% to manufactured housing, 22% to recreational vehicle, and 17% to other industries. Gross Profit. Gross profit decreased by $0.9 million, or 1.9%, from $44.6 million in the first nine months of 1998, to $43.7 million in the same period in 1999. As a percentage of net sales, gross profit decreased from 13.0% in the first nine months of 1998 to 12.6% in 1999. The decrease in gross profit was due to most manufacturing operations showing reductions in volume and efficiencies when compared to the same 1998 period. In certain markets highly competitive pricing continues to have a negative impact on gross profits making several of the Company's manufacturing operations unprofitable in the period. Warehouse and Delivery Expenses. Warehouse and delivery expenses increased approximately $370,000, or 3.1%, from $12.0 million in 1998, to $12.4 million in the first nine months of 1999. As a percentage of net sales, warehouse and delivery expenses remained approximately the same in both years. Selling, General and Administrative Expenses. Selling, general and administrative expenses remained about the same in dollars in both years. As a percentage of net sales, selling, general and administrative expenses decreased from 5.9% for 1998 to 5.8% in 1999. Operating Income. Operating income decreased by approximately $1.2 million because of the lower gross profits and the higher warehouse and delivery expenses. As a percentage of sales, operating income decreased from 3.6% in 1998 to 3.3% in 1999. Interest Expense, Net. Interest expense, net increased by $260,000 from $824,000 In 1998, to $1,084,000 In 1999. This increase was due to lower invested funds providing less interest income during the first nine months of 1998. Net Income. Net income decreased by approximately $825,000, from $7.0 million in 1998 to $6.2 million in 1999. As a percentage of net sales, net income decreased from 2.1% in the 1998 period to 1.8% in the 1999 nine months. This is primarily attributable to the factors described above. BUSINESS SEGMENTS The Company's reportable segments are as follows: Laminating - Utilizes various materials including gypsum, particleboard, plywood, and fiberboard which are bonded by adhesives or a heating process to a number of products including vinyl, paper, foil, and high pressure laminate. These laminated products are utilized to produce furniture, shelving, wall, counter, and cabinet products with a wide variety of finishes and textures. Distribution - Distributes primarily pre-finished wall and ceiling panels, particleboard, hardboard, vinyl siding, roofing products, passage doors, building hardware, insulation, and other products. Wood - Uses raw lumber including solid oak, other hardwood materials, and laminated particleboard or plywood to produce cabinet door product lines. Other - Includes aluminum extrusion, painting and distribution, manufacture of adhesive products, pleated shades, plastic thermoforming, and manufacture of laminating equipment. The table below presents unaudited information about the revenue and operating income of those segments: THREE MONTHS ENDED SEPTEMBER 30, 1999 ------------------------------------- SEGMENT LAMINATING DISTRIBUTION WOOD OTHER TOTAL ---------- ------------ ---- ----- ----- Net outside sales $ 46,125,918 $ 49,372,110 $ 10,271,141 $ 11,201,357 $116,970,526 Intersegment sales 1,654,117 43,871 329,322 4,862,019 6,889,329 -------------------------------------------------------------------------------------- Total sales $ 47,780,035 $ 49,415,981 $ 10,600,463 $ 16,063,376 $123,859,855* -------------------------------------------------------------------------------------- EBIT** $ 868,670 $ 984,843 $ (590,018) $ 674,872 $ 1,938,367 THREE MONTHS ENDED SEPTEMBER 30, 1998 ------------------------------------- Net outside sales $ 47,709,934 $ 7,404,292 $ 12,314,478 $ 11,588,977 $119,017,681 Intersegment sales 1,960,200 (239) 1,675,954 5,453,564 9,089,479 -------------------------------------------------------------------------------------- Total sales $ 49,670,134 $ 47,404,053 $ 13,990,432 $ 17,042,541 $128,107,160* -------------------------------------------------------------------------------------- EBIT** $ 2,299,919 $ 1,468,638 $ (928,191) $ 1,076,028 $ 3,916,394
NINE MONTHS ENDED SEPTEMBER 30, 1999 ------------------------------------ SEGMENT LAMINATING DISTRIBUTION WOOD OTHER TOTAL ---------- ------------ ---- ----- ----- Net outside sales $140,729,514 $140,237,068 $ 32,470,241 $ 33,424,558 $346,861,381 Intersegment sales 4,982,287 45,245 920,223 16,131,345 22,079,100 Total sales $145,711,801 $140,282,313 $ 33,390,464 $ 49,555,903 $368,940,481* EBIT** $ 5,050,340 $ 3,427,918 $ (2,153,153) $ 2,339,323 $ 8,664,428 NINE MONTHS ENDED SEPTEMBER 30, 1998 ------------------------------------ Net outside sales $145,450,953 $126,310,432 $ 33,617,678 $ 35,684,249 $341,063,312 Intersegment sales 6,585,062 611 4,960,093 16,742,107 28,287,873 Total sales $152,036,015 $126,311,043 $ 38,577,771 $ 52,426,356 $369,351,185* EBIT** $ 6,466,989 $ 3,146,857 $ (2,241,341) $ 3,465,142 $ 10,837,647
Reconciliation of segment operating income to consolidated operating income 3 Months Ended 9 Months Ended September 30, September 30, 1999 1998 1999 1998 ---- ---- ---- ---- EBIT** for segments $1,938,367 $3,916,394 $ 8,664,428 $10,837,647 Corporate incentive agreements 925,240 1,203,806 2,482,573 2,389,844 Consolidation reclassifications (205,307) (177,787) (598,466) (454,311) Gain on sale of real estate - - 638,672 - Other (51,072) (97,077) 156,575 (228,445) Consolidated EBIT** $2,607,228 $4,845,336 $11,343,782 $12,544,735
There has been no material change in assets in the above segments. *Does not agree to Financial Statements due to consolidation eliminations. **Earnings before interest and taxes. Three Months Ended September 30, 1999 Compared to Three Months Ended September 30, 1998 Laminating Segment Discussion Net sales were lower in this segment in the third quarter of 1999 by $1.9 million, or 3.8% less than 1998. This resulted from less demand from manufactured housing customers and eliminating low margin business. The operating income in the laminating segment was down approximately $1.4 million, or 62.2%, in the 1999 quarter primarily due to increased material and labor costs, and competitive market conditions not allowing price increases. Distribution Segment Discussion Net sales increased in the 1999 third quarter by $2.0 million, or 4.2%, primarily because of increased production in the recreational vehicle industry, which this segment serves. Although manufactured housing units produced was lower in the 1999 third quarter, the Company gained market share in certain areas. The operating results in this segment in the third quarter were affected by this same division. The sales decline and continued competitive pricing situations caused this division to report negative operating results. Certain other operations in this segment did not reach profitable operating levels because of competitive pricing situations. Wood Segment Discussion Net sales in this segment were lower in the 1999 third quarter by $3.4 million, or 24.2%, primarily because of one division. That division closed an operation which was all intersegment sales and also stopped serving certain markets because of low gross profit margins. The operating results for this segment in the third quarter were affected by the sales decline and continued competitive pricing situations that caused most divisions in the segment to report negative operating results. Other Segment Discussion Net sales in this segment decreased 5.8% in the third quarter of 1999 with all divisions, except two, showing sales declines because of the reduction in manufactured housing units produced in the period. The operating income in this segment was lower by $400,000, or 37.3%, in 1999 because of lower sales, material cost increases in one division, and continued losses in a start-up operation. Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30, 1998 Laminating Segment Discussion Net sales were lower by $6.3 million, or 4.2%, in the first nine months of 1999 due to the closing of a facility in this segment in the second half of 1998 and reduced demand from manufactured housing customers. The operating income in laminating in the first nine months of 1999 was down $1.4 million, or 21.9%, because of lower sales, new product costs in one division, and competitive pricing situations. Distribution Segment Discussion Net sales increased in the first nine months of this year by $14 million, or 11.1%, because of increased production in the recreational vehicle industry, new products, and more penetration to certain markets. The operating income in this segment was 8.9% higher in this years nine months because of the increased sales. Wood Segment Discussion Net sales in this segment were lower by $5.2 million, or 13.4%, in the first nine months of 1999, primarily because of one division. That division closed an operation which was all intersegment sales and also stopped serving certain markets because of low gross profit margins. The operating results in the first nine months were affected by this same division. The sales decline and continued competitive pricing situations caused this division to report negative operating results. Certain other operations in this segment did not reach profitable operating levels because of competitive pricing situations. Other Segment Discussion Net sales were lower by $2.9 million, or 5.5%, in 1999 in this segment due to one division losing production time in the first quarter because of equipment breakdowns, and another division having reduced demand from manufactured housing customers. The operating income in this segment decreased by $1.1 million, or 32.5%, in 1999 because of the lost production time at one division due to equipment failure and to material cost increases at one other division. LIQUIDITY AND CAPITAL RESOURCES The Company's primary capital requirements are to meet working capital needs, support its capital expenditure plans, and meet debt service requirements. The Company, in September, 1995, issued to an insurance company in a private placement, $18,000,000 of senior unsecured notes. The ten year notes bear interest at 6.82%, with semi-annual interest payments that began in 1996 and seven annual principal repayments of $2,571,428 which began September 15, 1999. These funds were used to reduce existing bank debt and for working capital needs. The Company has an unsecured bank Revolving Credit Agreement that provides loan availability of $10,000,000 with maturity in the year 2000. Pursuant to the private placement and the Credit Agreement, the Company is required to maintain certain financial ratios, all of which are currently complied with. The Company believes that cash generated from operations and borrowings under its credit agreements will be sufficient to fund its working capital requirements and normal recurring capital expenditures as currently contemplated. The fluctuations in inventory and accounts receivable balances, which affect the Company's cash flows, are part of normal business cycles SEASONALITY Manufacturing operations in the manufactured housing and recreational vehicle industries historically have been seasonal and are generally at the highest levels when the climate is moderate. Accordingly, the Company's sales and profits are generally highest in the second and third quarters. YEAR 2000 ISSUE The Company began a new management information system implementation project in the first quarter of 1996, which when fully implemented, will result in the Company's information systems being Year 2000 compliant. The project was started because of the need to upgrade all hardware and software to meet capacity and information needs at present and for the future. The Year 2000 issue for internal information systems will be resolved since the new hardware and software is compliant when implemented. The Company at present has successfully implemented this Year 2000 compliant system in all areas, which include accounting, finance, general ledger, distribution, laminating, shade, wood, metals, and thermoforming operations. The Company has developed a Year 2000 plan to address risk assessment in areas other than information technology. The Plan Committee is examining all automated plant systems and external parties with whom the Company interacts. This assessment is scheduled to be completed in the fourth quarter of 1999. The Company's contingency plans for external party compliance are to replace any telecommunications and other equipment that cannot be made compliant. A risk assessment of customers, vendors, and service providers is underway and will be on-going. At present the assessment shows that the companies responding are either compliant or will be compliant prior to January 1, 2000. The total cost of Year 2000 activities cannot be specifically determined because the internal information system project was planned for management and operation purposes and Year 2000 compliance was a benefit of that system. The expenditures of implementing the new information hardware and software systems has been $2.87 million in 1996, $1.93 million in 1997, $1.42 million in 1998, and $1.25 million in the first nine months of 1999. Approximately $0.5 million will be expended during the balance of 1999 to complete the project. The costs of assessment of external party compliance is minimal and costs of replacement of telecommunications and other equipment has been and will be part of normal scheduled upgrades. INFLATION The Registrant does not believe that inflation had a material effect on results of operations for the periods presented. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK None PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (27) Financial Data Schedule 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 thereunto duly authorized. PATRICK INDUSTRIES, INC. (Registrant) Date November 9, 1999 /S/Mervin D. Lung ---------------- ---------------------------- Mervin D. Lung (Chairman of the Board) Date November 9, 1999 /S/David D. Lung ---------------- ---------------------------- David D. Lung (President) Date November 9, 1999 /S/Keith V. Kankel ---------------- ---------------------------- Keith V. Kankel (Vice President Finance) (Principal Accounting Officer)