PATRICK INDUSTRIES INC
10-Q, 1999-08-16
LUMBER, PLYWOOD, MILLWORK & WOOD PANELS
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                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended June 30, 1999                    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
 incorporated or organization)                       Identification No.)




1800 South 14th Street, Elkhart, IN                     46516
(Address of principal executive offices)              (ZIP Code)




Registrant's telephone number, including area code     (219) 294-7511


                                      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 July 31, 1999:  5,695,566


<PAGE>


                            PATRICK INDUSTRIES, INC.


                                      INDEX


                                                                        Page No.

PART I:  Financial Information

  Unaudited Condensed Balance Sheets
    June 30, 1999 & December 31, 1998                                        3

  Unaudited Condensed Statements of Income
    Three Months Ended June 30, 1999 & 1998, and
    Six Months Ended June 30, 1999 & 1998                                    4

  Unaudited Condensed Statements of Cash Flows
    Six Months Ended June 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


                            PATRICK INDUSTRIES, INC.
                       UNAUDITED CONDENSED BALANCE SHEETS

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

CURRENT ASSETS
  Cash and cash equivalents                          $    942,120   $  3,704,693
  Trade receivables                                    34,040,100     20,767,406
  Inventories                                          48,216,568     43,498,632
  Prepaid expenses                                        729,596        591,470
                                                     ------------   ------------
    Total current assets                               83,928,384     68,562,201
                                                     ------------   ------------

PROPERTY AND EQUIPMENT, at cost                        87,594,200     84,527,846
  Less accumulated depreciation                        37,186,569     34,055,143
                                                     ------------   ------------
                                                       50,407,631     50,472,703
                                                     ------------   ------------

INTANGIBLE AND OTHER ASSETS                             8,489,515      8,719,759
                                                     ------------   ------------

    Total assets                                     $142,825,530   $127,754,663
                                                     ============   ============


    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Current maturities of long-term debt               $  3,677,392   $  3,985,963
  Accounts payable, trade                              24,418,951     13,184,295
  Accrued liabilities                                   6,657,917      4,693,559
                                                     ------------   ------------
    Total current liabilities                          34,754,260     21,863,817
                                                     ------------   ------------

LONG-TERM DEBT, less current maturities                26,128,572     26,128,572
                                                     ------------   ------------

DEFERRED COMPENSATION OBLIGATIONS                       1,851,958      1,781,491
                                                     ------------   ------------

DEFERRED TAX LIABILITIES                                1,674,000      1,674,000
                                                     ------------   ------------

SHAREHOLDERS' EQUITY
  Common stock                                         21,749,280     22,117,481
  Retained earnings                                    56,667,460     54,189,302
                                                     ------------   ------------
    Total shareholders' equity                         78,416,740     76,306,783
                                                     ------------   ------------

      Total liabilities and shareholders' equity     $142,825,530   $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.


<PAGE>


PATRICK INDUSTRIES, INC.

<TABLE>

                    UNAUDITED CONDENSED STATEMENTS OF INCOME
<CAPTION>

                                                               THREE MONTHS ENDED             SIX MONTHS ENDED
                                                                     JUNE 30                       JUNE 30

                                                              1999            1998          1999           1998

<S>                                                       <C>            <C>            <C>            <C>
NET SALES                                                 $123,029,266   $117,731,176   $230,381,300   $222,718,348
                                                          ------------   ------------   ------------   ------------

COST AND EXPENSES
  Cost of goods sold                                       106,755,446    102,268,713    200,123,628    194,002,496
  Warehouse and delivery expenses                            4,373,676      4,059,689      8,205,776      7,776,937
  Selling, general, and administrative expenses              7,183,881      6,976,003     13,315,342     13,239,516
  Interest expense, net                                        322,800        264,905        689,135        518,875
                                                          ------------   ------------   ------------   ------------
                                                           118,635,803    113,569,310    222,333,881    215,537,824
                                                          ------------   ------------   ------------   ------------


INCOME BEFORE INCOME TAXES                                   4,393,463      4,161,866      8,047,419      7,180,524

INCOME TAXES                                                 1,734,600      1,664,700      3,177,900      2,872,200
                                                          ------------   ------------   ------------   ------------

NET INCOME                                                $  2,658,863   $  2,497,166   $  4,869,519   $  4,308,324
                                                          ============   ============   ============   ============


BASIC AND DILUTED EARNINGS
  PER COMMON SHARE                                        $        .47   $        .42   $        .85   $        .73
                                                          ============   ============   ============   ============


WEIGHTED AVERAGE COMMON
  SHARES OUTSTANDING                                         5,685,715      5,915,206      5,735,819      5,905,890


See accompanying notes to Unaudited Condensed Financial Statements.


</TABLE>

<PAGE>

<TABLE>

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

                                                                           SIX MONTHS ENDED
                                                                                JUNE 30
                                                                           1999            1998
<S>                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                          $  4,869,519    $  4,308,324
  Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation and amortization                                       4,252,966       3,568,864
     (Gain) Loss on sale of fixed assets                                  (641,096)         18,183
     Other                                                                  70,467         186,000

  Change in assets and liabilities:
     Decrease (Increase) in:
           Trade receivables                                           (13,272,694)    (13,978,204)
           Inventories                                                  (4,717,936)     (3,712,782)
           Prepaid expenses                                               (138,126)        271,408
       Increase in:
           Accounts payable and accrued liabilities                     11,619,587      12,979,587
           Income taxes payable                                          1,586,360         494,919
                                                                      ------------    ------------
               Net cash provided by operating activities                 3,629,047       4,136,299
                                                                      ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                                  (3,881,608)     (4,174,394)
  Proceeds from sale of fixed assets                                       861,976          57,270
  Acquisition of business                                                    - - -      (2,581,490)
  Other                                                                    (42,000)        (42,000)
                                                                      ------------    ------------
               Net cash (used in) investing activities                  (3,061,632)     (6,740,614)
                                                                      ------------    ------------


CASH FLOWS FROM FINANCING ACTIVITIES
  Principal payments on long-term debt                                    (308,571)       (230,151)
  Proceeds from exercise of common stock options                            21,500          69,875
  Repurchase of common stock                                            (2,537,208)          - - -
  Cash dividends paid                                                     (464,536)       (471,592)
  Other                                                                    (41,173)         (2,500)
                                                                      ------------    ------------
               Net cash (used in) financing activities                  (3,329,988)       (634,368)
                                                                      ------------    ------------

               (Decrease) in cash and cash equivalents                  (2,762,573)     (3,238,683)

Cash and cash equivalents, beginning                                     3,704,693       3,765,171
                                                                      ------------    ------------

Cash and cash equivalents, ending                                     $    942,120    $    526,488
                                                                      ============    ============


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 Registrant,  the accompanying  unaudited  condensed
       financial  statements contain all adjustments  (consisting of only normal
       recurring  accruals) necessary to present fairly financial position as of
       June 30, 1999,  and December 31, 1998,  and the results of operations and
       cash flows for the three  months and the six months  ended June 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 Registrant's  December
       31, 1998 audited financial statements.  The results of operations for the
       three months and six months  periods ended June 30, 1999 and 1998 are not
       necessarily indicative of the results to be expected for the full year.

3.     The  inventories  on June 30, 1999  and December 31, 1998 consist of  the
       following classes:

                                                     June 30         December 31
                                                       1999             1998

Raw materials                                      $29,397,963       $26,676,674
Work in process                                      1,593,578         1,278,367
Finished                                             4,144,632         3,103,860
                                                   -----------       -----------

      Total manufactured goods                     $35,136,173       $31,058,901

Distribution products                               13,080,395        12,439,731
                                                   -----------       -----------

      TOTAL INVENTORIES                            $48,216,568       $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 no effect on earnings per
     share.

     Earnings  per common  share for the six months ended June 30, 1999 and 1998
     have been computed based on the weighted average common shares  outstanding
     of 5,735,819 and 5,905,890 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.

       The following  table sets forth the percentage  relationship to net sales
of certain items in the Company's Statements of Operations:

                                                Three Months          Six Months
                                               Ended June 30       Ended June 30
                                              1999     1998      1999     1998

       Net sales                              100.0%   100.0%    100.0%   100.0%
       Cost of sales                           86.8     86.9      86.9     87.1
       Gross profit                            13.2     13.1      13.1     12.9
       Warehouse and delivery                   3.6      3.4       3.5      3.5
       Selling, general, & administrative       5.8      5.9       5.8      5.9
       Operating income                         3.8      3.8       3.8      3.5
       Net income                               2.2      2.1       2.1      1.9


RESULTS OF OPERATIONS

Quarter Ended June 30, 1999 Compared to Quarter Ended June 30, 1998

       Net Sales.  Net sales  increased by $5.3  million,  or 4.5%,  from $117.7
million for the quarter  ended June 30, 1998,  to $123.0  million in the quarter
ended June 30, 1999.  This sales increase was  attributable  to increases in the
number of units  produced  in both the  manufactured  housing  and  recreational
vehicle industries.  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  increased by approximately  $.8 million,  or
5.2%,  from $15.4 million in the second quarter of 1998, to $16.2 million in the
same 1999 quarter.  As a percentage of net sales,  gross profit  increased  from
13.1% in 1998 to 13.2% in the second  quarter  of 1999.  The  increase  in gross
profit was due to certain manufacturing operations showing improvement in volume
and  efficiencies   over  the  same  1998  period.  In  certain  markets  highly
competitive pricing continues to have a negative impact on normal gross profits.

       Warehouse  and  Delivery   Expenses.   Warehouse  and  delivery  expenses
increased approximately $.3 million, or 7.7%, from $4.1 million in 1998, to $4.4
million in the second  quarter of 1999. As a percentage of net sales,  warehouse
and  delivery  expenses  increased  from 3.4% in 1998 to 3/6% in the 1999 second
quarter, mainly due to increased sales in the Company's distribution segment.

       Selling,  General,  and Administrative  Expenses.  Selling,  general, and
administrative  expenses increased by $.2 million, or 3.0%, from $7.0 million in
1998, to $7.2 million in 1999. As a percentage of net sales,  selling,  general,
and  administrative  expenses  decreased from 5.9% in 1998 to 5.8% in the second
quarter of 1999.


<PAGE>


       Operating  Income.  Operating income increased by approximately  $290,000
because of the increased sales and the increased gross profits.  As a percentage
of sales, operating income remained the same at 3.8% for both second quarters.

       Interest Expense,  Net. Interest expense, net, increased by approximately
$58,000  from  $265,000 in 1998 to $323,000 in the second  quarter of 1999.  The
Company's  borrowing  levels  during the 1999  period  were higher than those in
1998.

       Net Income.  Net income  increased by  approximately  $162,000  from $2.5
million in 1998 to $2.6  million in 1999 for the second  quarter  ended June 30.
This increase is attributable to the factors described above. As a percentage of
net sales, net income increased from 2.1% in 1998 to 2.2% in 1999.


Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998

       Net Sales.  Net sales  increased by $7.7  million,  or 3.4%,  from $222.7
million for the six months  ended June 30,  1998,  to $230.4  million in the six
months ended June 30, 1999. This sales increase was attributable to increases in
the number of units produced in both the  manufactured  housing and recreational
vehicle  industries.  The  Company's  sales in the first six months  were 61% to
manufactured housing, 22% to recreational vehicle, and 17% to other industries.

       Gross Profit. Gross profit increased by $1.5 million, or 5.4%, from $28.7
million in the first six months of 1998,  to $30.2 million in the same period in
1999. As a percentage  of net sales,  gross profit  increased  from 12.9% in the
first six months of 1998 to 13.1% in 1999.  The increase in gross profit was due
to  certain   manufacturing   operations  showing   improvement  in  volume  and
efficiencies  over the same 1998 period.  In certain markets highly  competitive
pricing continues to have a negative impact on expected gross profits.

       Warehouse  and  Delivery   Expenses.   Warehouse  and  delivery  expenses
increased  approximately  $429,000,  or 5.5%, from $7.8 million in 1998, to $8.2
million in the first six months of 1999. As a percentage of net sales, warehouse
and delivery expenses remained the same.

       Selling,  General,  and Administrative  Expenses.  Selling,  general, and
administrative  expenses increased by approximately $76,000, or 0.6%, from $13.2
million  in 1998,  to $13.3  million  in 1999.  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  increased  by  approximately  $1.0
million in the first six months of 1999 as compared to 1998, and as a percentage
of sales  increased from 3.5% in 1998 to 3.8% in 1999. This was due to increased
sales and gross profits.

       Interest Expense,  Net. Interest expense, net, increased by approximately
$170,000 from  $519,000 in 1998,  to $689,000 in 1999.  This increase was due to
higher borrowings during the first six months of 1999.

       Net Income.  Net income  increased by  approximately  $561,000  from $4.3
million  in 1998 to $4.8  million in 1999.  As a  percentage  of net sales,  net
income  increased  from  1.9%  in  1998 to  2.1%  in  1999.  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 and painting,  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 JUNE 30, 1999
                                                               --------------------------------
                                                                                                                 SEGMENT
                              LAMINATING      DISTRIBUTION         WOOD             OTHER              TOTAL
                              ----------      ------------         ----             -----              -----

<S>                       <C>                <C>               <C>               <C>                <C>
Net outside sales         $  49,500,790      $ 49,660,494      $ 11,512,130      $ 12,040,940       $122,714,354
Intersegment sales            1,710,739               147           373,740         6,075,396          8,160,022
                          ---------------------------------------------------------------------------------------
   Total sales            $  51,211,529      $ 49,660,641      $ 11,885,870      $ 18,116,336       $130,874,376*
                          ----------------------------------------------------------------------------------------

EBIT**                    $   1,807,166      $  1,360,983      $  (791,510)      $  1,062,428       $  3,439,067


                                                               THREE MONTHS ENDED JUNE 30, 1998
                                                               --------------------------------

Net outside sales         $  49,184,562      $ 44,100,744      $ 12,361,029      $ 11,727,113       $117,373,448
Intersegment sales            2,248,731               924         1,880,384         5,785,688          9,915,727
                          -----------------------------------------------------------------------------------------
   Total sales            $  51,433,293      $ 44,101,668      $ 14,241,413      $ 17,512,801       $127,289,175*
                          -----------------------------------------------------------------------------------------

EBIT**                    $   2,136,181      $  1,092,870      $  (505,048)      $  1,156,639       $  3,880,642



<PAGE>


                                                               SIX MONTHS ENDED JUNE 30, 1999
                                                               ------------------------------
                                                                                                                 SEGMENT
                              LAMINATING       DISTRIBUTION        WOOD            OTHER            TOTAL
                              ----------       ------------        ----            -----            -----

Net outside sales         $  94,603,596      $ 90,864,958      $ 22,199,100      $ 22,223,201       $229,890,855
Intersegment sales            3,328,170             1,374           590,901        11,269,326         15,189,771
                          -----------------------------------------------------------------------------------------
   Total sales            $  97,931,766      $ 90,866,332      $ 22,790,001      $ 33,492,527       $245,080,626*
                          -----------------------------------------------------------------------------------------

EBIT**                    $   4,181,670      $  2,443,075      $(1,563,135)      $  1,664,451       $  6,726,061


                                                               SIX MONTHS ENDED JUNE 30, 1998
                                                               ------------------------------

Net outside sales         $  97,741,019      $ 78,906,067      $ 21,303,200      $ 24,095,272       $222,045,558
Intersegment sales            4,624,862               924         3,284,140        11,288,543         19,198,469
                          --------------     ------------      ------------      -------------      --------------
   Total sales            $ 102,365,881      $ 78,906,991      $ 24,587,340      $ 35,383,815       $241,244,027*
                          --------------     ------------      ------------     -------------        ------------

EBIT**                    $   4,167,072      $  1,678,219      $(1,313,150)      $  2,389,115       $  6,921,256


Reconciliation of segment operating income to consolidated operating income


</TABLE>

<TABLE>

                                                      3 Months Ended                          6 Months Ended
                                                         June 30,                                June 30,
                                                 1999              1998                   1999           1998
                                                 ----              ----                   ----           ----


<S>                                           <C>               <C>                      <C>               <C>
EBIT** for segments                           $3,439,067        $3,880,642               $6,726,061        $6,921,256
Consolidation reclassifications                 (204,362)         (183,992)                (393,159)         (276,524)
Gain on sale of real estate                      ---                ---                     638,672              ---
Other                                          1,481,558           730,121                1,764,980         1,054,667
                                              -----------      ------------              -----------        ----------

   Consolidated EBIT**                        $4,716,263        $4,426,771               $8,736,554        $7,699,399
                                              ==========        ==========               ==========        ==========


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.

</TABLE>

<PAGE>


Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998

Laminating Segment Discussion

       Net sales were about the same in this  segment in both  second  quarters,
with 1999 showing only $222,000 less than 1998 on totals of over $51 million.
       The operating  income in the  laminating  segment was down  approximately
$330,000,  or 15%, in the 1999 quarter primarily due to increased material costs
and new product start-up costs at one division.


Distribution Segment Discussion

       Net sales increased in the 1999 second quarter by 12.6% primarily because
of increased  production in the recreational  vehicle and  manufactured  housing
industries, which this segment serves.
       The operating  income in this segment was 24.5% higher in 1999 because of
increased  sales and lower  warehouse and delivery  expenses as  percentages  of
sales.


Wood Segment Discussion

       Net sales were lower in the 1999 second  quarter by 16.5%  because of one
division  in this  segment.  This  division  closed an  operation  which was all
intersegment  sales  and that  accounted  for 8.3% of the sales  reduction.  The
balance of the sales decrease in this segment came about when this same division
chose not to serve certain markets because of declining gross profit margins.
       The  operating  results  for this  segment  in the  second  quarter  were
affected by this same  division.  The sales  decline and  continued  competitive
pricing  situations  caused this  division  and the  segment to report  negative
operating results.


Other Segment Discussion

       Net sales in this segment  increased  3.4% in the second  quarter of 1999
with all divisions, except one, showing sales growth.
       The operating income in this segment was lower by 8.1% in 1999 because of
inventory  cost  increases  in one  division,  and the  lower  sales in  another
division.



Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998

Laminating Segment Discussion

       Net sales were lower by 4.3% in the first half of 1999 due  primarily  to
the closing of a facility in this segment in the second half of 1998.
       The operating  income in laminating in the first half year of 1999 showed
a small improvement,  even after one division had new product start-up costs and
material cost increases.


<PAGE>


Distribution Segment Discussion

       Net sales increased in the first six months of this year by 15.2% because
of increased  production in the recreational  vehicle and  manufactured  housing
industries, which this segment services.
       The operating income in this segment was 45.6% higher in this years first
half because of the increased sales and lower operating  expenses as percentages
of those sales.


Wood Segment Discussion

       Net sales in this  segment  were lower by 7.3% in the first half 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 six 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 5.3% lower in 1999 in this  segment  primarily  due to one
division  losing  production  time in the first  quarter  because  of  equipment
breakdowns.
       The operating income in this segment  decreased 30.3% because of the lost
production  time at one division due to equipment  failure and to inventory 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  beginning  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 would be resolved since the new hardware
and software will be compliant when implemented.

       The  Company  at  present  has  successfully  implemented  this Year 2000
compliant  system  in  accounting,   finance,   general  ledger,   distribution,
laminating,  shade, and thermoforming  operations.  Implementation has also been
completed at two of six wood product operations. The remaining wood products and
two other  operations  are  scheduled  to be  implemented  during  the year with
anticipated completion in November.

       In the event that the scheduled implementations get delayed,  contingency
plans allow basic conversion of existing  software to the new system so it would
be Year 2000 compliant prior to the year 2000.

       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 third 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 complaint 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 $1.0  million in the first half of 1999.  Approximately  $.7 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 Company  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 1.  Legal Proceedings

           None

Item 2.  Changes in Securities

           None

Item 3.  Defaults upon Senior Securities

           None

Item 4.  Submission of Matters to a Vote of Security Holders

           (a) The Annual Meeting of Shareholders of the Company was held on May
13, 1999.

           (b) Not applicable.

           (c) 1. Set forth below is the tabulation of the votes on each nominee
for election as a director:

                                                                      WITHHOLD
                               NAME                       FOR        AUTHORITY
                            Terrence D. Brennan      5,069,059           27,770

                            Dorothy M.  Lung         5,070,357           26,472

                            Robert C. Timmins        5,069,619           27,210

                  2.  Not applicable.

            (d) Not applicable.

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

             (a)  Exhibits

                   27 Financial Data Schedule

             (b) A Form 8-K (Item 5) was filed on June 24,  1999  regarding  the
announcement  that the Company had hired U.S.  Bancorp  Piper  Jaffray,  Inc. to
assist in analyzing  and pursuing  strategic  alternatives  that would  maximize
shareholder value.


<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    August 11, 1999                        /S/Mervin D. Lung
                                              --------------------------
                                              Mervin D. Lung
                                              (Chairman of the Board)





Date    August 11, 1999                        /S/David D. Lung
                                              --------------------------
                                              David D. Lung
                                              (President)






Date     August 11, 1999                       /S/Keith V. Kankel
                                              --------------------------
                                              Keith V. Kankel
                                              (Vice President Finance)
                                              (Principal Accounting Officer)


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