PATRICK INDUSTRIES INC
10-Q, 1999-11-12
LUMBER, PLYWOOD, MILLWORK & WOOD PANELS
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                                  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


<PAGE>


                            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



<PAGE>


PART I:  FINANCIAL INFORMATION

<TABLE>

                     PATRICK INDUSTRIES, INC. CONDENSED BALANCE SHEETS
<CAPTION>

                                                                           (Unaudited)                   (Note)
                                                                         SEPTEMBER 30                   DECEMBER 31
                                                                               1999                           1998
             ASSETS

<S>                                                                   <C>                           <C>
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

</TABLE>

<PAGE>

<TABLE>

                            PATRICK INDUSTRIES, INC.
                    UNAUDITED CONDENSED STATEMENTS OF INCOME
<CAPTION>

                                                       THREE MONTHS ENDED            NINE MONTHS ENDED
                                                          SEPTEMBER 30                  SEPTEMBER 30

                                                       1999          1998           1999           1998

<S>                                               <C>            <C>            <C>            <C>
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.

</TABLE>

<PAGE>

<TABLE>

                            PATRICK INDUSTRIES, INC.
                        UNAUDITED CONDENSED STATEMENTS OF
                                   CASH FLOWS
<CAPTION>

                                                                                         NINE MONTHS ENDED
                                                                                            SEPTEMBER 30
                                                                                         1999          1998
<S>                                                                                <C>             <C>
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

</TABLE>

<PAGE>


                            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.




<PAGE>


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:
<TABLE>

                                                            Three Months               Nine Months
                                                        Ended September 30        Ended September 30
                                                         1999       1998           1999       1998

       <S>                                               <C>        <C>            <C>        <C>
       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

</TABLE>

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.

<PAGE>


       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.


<PAGE>


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:


<TABLE>

                                                          THREE MONTHS ENDED SEPTEMBER 30, 1999
                                                          -------------------------------------

                                                                                                      SEGMENT
                             LAMINATING      DISTRIBUTION          WOOD             OTHER               TOTAL
                             ----------      ------------          ----             -----               -----

<S>                       <C>                <C>               <C>               <C>                <C>
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

</TABLE>


<PAGE>

<TABLE>

                                                                     NINE MONTHS ENDED SEPTEMBER 30, 1999
                                                                     ------------------------------------

                                                                                                     SEGMENT
                            LAMINATING      DISTRIBUTION          WOOD             OTHER              TOTAL
                            ----------      ------------          ----             -----              -----

<S>                       <C>               <C>               <C>               <C>                <C>
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

</TABLE>


Reconciliation of segment operating income to consolidated operating income


<TABLE>


                                             3 Months Ended                           9 Months Ended
                                              September 30,                            September 30,
                                          1999                 1998                1999             1998
                                          ----                 ----                ----             ----

<S>                                    <C>                   <C>                 <C>             <C>
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
</TABLE>


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.


<PAGE>


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.


<PAGE>


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


<PAGE>


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



<PAGE>


PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

                (27) Financial Data Schedule



<PAGE>


                                   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)




<TABLE> <S> <C>


<ARTICLE>                     5

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<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                             299,847
<SECURITIES>                                             0
<RECEIVABLES>                                   31,199,255
<ALLOWANCES>                                      (150,000)
<INVENTORY>                                     49,041,054
<CURRENT-ASSETS>                                80,964,656
<PP&E>                                          88,884,318
<DEPRECIATION>                                  39,074,569
<TOTAL-ASSETS>                                 139,041,885
<CURRENT-LIABILITIES>                           32,794,299
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                                    0
                                              0
<COMMON>                                        21,754,655
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<SALES>                                        116,980,578
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<INTEREST-EXPENSE>                                 394,933
<INCOME-PRETAX>                                  2,212,295
<INCOME-TAX>                                       875,300
<INCOME-CONTINUING>                              1,336,995
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<CHANGES>                                                0
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<EPS-BASIC>                                         0.23
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