PATRICK INDUSTRIES INC - Quarter Report: 2016 June (Form 10-Q)

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 JUNE 26, 2016

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 000-03922

PATRICK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

(574) 294-7511
(Registrant’s telephone number, including area code)

(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 [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of July 22, 2016, there were 15,325,434 shares of the registrant’s common stock outstanding.

 PATRICK INDUSTRIES, INC.

PATRICK INDUSTRIES, INC.
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and Notes thereto included in Item 1 of this Report. In addition, this MD&A contains certain statements relating to future results which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. See “Information Concerning Forward-Looking Statements” on page 32 of this Report. The Company undertakes no obligation to update these forward-looking statements.

The MD&A is divided into seven major sections:

OVERVIEW OF MARKETS AND RELATED INDUSTRY PERFORMANCE

REVIEW OF CONSOLIDATED OPERATING RESULTS

Second Quarter and Six Months Ended June 26, 2016 Compared to 2015

REVIEW BY BUSINESS SEGMENT

Second Quarter and Six Months Ended June 26, 2016 Compared to 2015

Unallocated Corporate Expenses

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Capital Resources

Summary of Liquidity and Capital Resources

CRITICAL ACCOUNTING POLICIES

OTHER

Seasonality

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

OVERVIEW OF MARKETS AND RELATED INDUSTRY PERFORMANCE

Summary 

The first half of 2016 reflected a continuation of steady growth in the recreational vehicle (“RV”) market, which includes growth in both towables and motorized units, and improving conditions in the industrial markets, as evidenced by year-to-date growth in new housing starts. In addition, the manufactured housing (“MH”) market continued to reflect solid improvement in the quarter based on the growth rate in estimated wholesale industry shipments surpassing that of the prior year quarter. We are seeing resilience, in particular in the RV market, and overall balance related to dealer inventory levels when compared to original equipment manufacturer (“OEM”) production levels. Overall, we have continued to capture market share through our strategic acquisitions, line extensions, and the introduction of new and innovative products, which resulted in our overall sales levels in the second quarter and first six months of 2016 increasing beyond the general industry results. We expect the three primary markets that we serve to experience continued growth in the remainder of 2016 with full year seasonal pattern tracking trends consistent with the prior year.

RV Industry

The RV industry, which is our primary market and comprised 76% of the Company’s six months 2016 sales, continued to strengthen as evidenced by higher OEM production levels and wholesale unit shipments versus the prior year. According to the Recreational Vehicle Industry Association (“RVIA”), wholesale shipment levels reached 118,091 units in the second quarter of 2016, representing an increase of approximately 12% versus the prior year period. In the first six months of 2016, wholesale unit shipment levels reached 226,286 units, an increase of approximately 12% over 2015. Recent acquisitions, new product offerings, and the ongoing strength of retail RV sales in both the towables and motorized sectors have led to a significant increase in our net sales in the first half of 2016.

In the second quarter of 2015, the industry began to see a shift in buying patterns towards a larger concentration of entry level, less expensive towable units, particularly in the travel trailer sector. While this trend is still evident today, it is beginning to have less of an impact quarter over quarter in terms of our content per unit growth. We do, however, expect these mix shift trends to reverse in the long term as consumers look to add more amenities and upgrade their units over time. Further, we believe this mix shift is reflective of the continuing influx of younger and first-time consumers entering the market, as supported by recent dealer surveys, thus broadening the market’s foundation and extending the opportunity for future long-term industry growth. Additionally, we believe our commitment to quality customer service and our large complement of innovative product lines at various price points position us to address our customers’ changing needs and buying patterns.

As it relates to the correlation between retail inventories and overall production levels, industry reports and dealer surveys continue to indicate RV dealer inventory levels are in line with anticipated retail demand, representing continued balance within the industry. Based on the most recent available industry-wide survey data, in the first five months of 2016, combined domestic and Canadian retail sales were up 7% year-over-year compared to wholesale production which was up approximately 10% over the same five-month period. We generally see wholesale shipments exceed retail sales in the first half of the calendar year as the retail selling season ramps up for the late first quarter and second quarter peak. Despite the RV industry approaching prior peak levels of wholesale production, we continue to believe the future looks promising for the RV industry based on a number of factors including: positive industry demographic trends with younger buyers and an increasing number of baby boomers reaching retirement age, readily available financing, new and innovative products coming to market, increasing strength in the overall economic environment, and the value of the RV lifestyle related to spending quality time with families. The strong demographic indicators mentioned above point to a generally positive long-term outlook in the RV market, notwithstanding any major global events.

MH Industry

The MH industry represented approximately 12% of the Company’s six months 2016 sales. As estimated by the Company, wholesale unit shipments in the MH industry increased by approximately 12% in the second quarter of 2016 and 18% in the first six months of 2016 from the comparable prior year periods. While we believe the MH industry has several hurdles to overcome related to the lack of financing alternatives, current credit standards and requirements, slow job growth, and limited access to the asset backed securities market, we are optimistic about the long-term potential in this industry as pent up demand continues to be created based on improving consumer credit, rising rents, and capacity constraints in multi-family housing.

Similar to the RV industry, the MH industry is also adapting to younger buyers focused on value and quality by concentrating on affordable, energy-efficient homes for both entry level participants and those looking to downsize from traditional stick built housing to allow flexibility and convenience. We believe there continues to be significant opportunity for growth in this market over the long-term based on pent up housing demand, multi-family housing capacity levels and increasing rental rates, improving consumer credit and financing conditions, and the value proposition of low cost affordable single family homes, among other factors. We expect to see continued year-over-year improvement with limited risk in the near term and believe that there is the potential for this market to grow at a much higher rate in the future, especially given historical trends when compared to residential housing starts. We believe we are well positioned to capitalize on the upside potential of the MH market, especially given the combination of our nationwide geographic footprint, available capacity in our current MH focused locations, and our current content per unit levels.

Industrial Market

The industrial market, which accounted for 12% of our six months 2016 sales, and is comprised primarily of the kitchen cabinet industry, retail and commercial fixtures market, office and household furniture market and regional distributors, is primarily impacted by macroeconomic conditions and more specifically, conditions in the residential housing market. The Company’s industrial sales have increased over the last several years, reflecting both acquisition and organic growth, the addition of new sales territories over the past two years, and a focus on opportunities in the commercial markets. We estimate approximately 45% of our industrial revenue base was directly tied to the residential housing market in the first half of 2016 where new housing starts increased approximately 7% compared to the prior year period (as reported by the U.S. Department of Commerce). The remaining 55% of our industrial business is directly tied to the commercial markets, mainly in the institutional and commercial furnishings markets and in the retail fixtures market. Our sales to the industrial market generally lag new residential housing starts by six to nine months.

We continue to diversify our industrial business and have targeted certain sales efforts towards market segments that are less directly tied to new single and multi-family home construction, including the marine, retail fixture, commercial, and hospitality, office and furniture markets. In particular, in the first half of 2016, we saw an approximate 14% growth in our commercial and institutional furnishings sales year over year. As a result, we have seen a shift in our product mix, which has had a positive impact on revenue from the industrial markets. In addition, we believe that projected continued low interest rates, overall expected economic improvement, and pent up demand are some of the drivers that will continue to positively impact the housing industry for the next several years.    

Second Half 2016 Outlook

In general, we expect the three primary markets that we serve to continue to experience quarter-over-quarter growth for the remainder of 2016 compared to the prior year. As we head into the third quarter of 2016 and the RV dealer show season in the September/October timeframe, we expect to see seasonal patterns generally consistent with prior years including sequential softening in the third quarter of 2016 compared to the second quarter of 2016 as dealers await the new product lines for the 2017 model year.

As the RV lifestyle continues to attract new buyers to the market, the RVIA has forecasted that RV unit shipment levels in 2016 will increase approximately 6% when compared to the full year 2015. In addition, consistent with the improvement in single-family residential housing starts as projected by the National Association of Home Builders (the “NAHB”) for the full year 2016, we anticipate a further increase in production levels in the MH industry in 2016, reflecting improvement in the overall economy. Based on the industry’s current annualized run rates, the Company projects wholesale MH unit shipments for full year 2016 to increase by approximately 13% compared to 2015. As of June 30, 2016, the NAHB is forecasting an approximate 6% year-over-year increase in new housing starts for the full year 2016 compared to 2015.

We will continue to review our operations on a regular basis, balance appropriate risks and opportunities, and maximize efficiencies to support the Company’s long-term strategic growth goals. Our team remains focused on strategic acquisitions in our existing businesses and similar markets, expanding operations in targeted regional territories, capturing market share and increasing our per unit content, keeping costs aligned with revenue, maximizing operating efficiencies, talent management, and the execution of our organizational strategic agenda. Key focus areas for the remainder of 2016 include strategic revenue growth, improved operating income and net income, earnings per share, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and free cash flow.

In conjunction with our organizational strategic agenda, we will continue to make targeted capital investments to support new business and leverage our operating platform. The current capital plan for full year 2016 includes expenditures of approximately $10.0 million to $12.0 million, and includes facility expansion costs outside of our core Midwest market, strategic replacement and upgrading of production equipment to improve efficiencies and increase capacity, and maintenance expenditures at certain of our facilities.

REVIEW OF CONSOLIDATED OPERATING RESULTS

Second Quarter and Six Months Ended June 26, 2016 Compared to 2015

The following table sets forth the percentage relationship to net sales of certain items on the Company’s condensed consolidated statements of income.

Net Sales. Net sales in the second quarter of 2016 increased $81.7 million or 35%, to $315.2 million from $233.5 million in the second quarter of 2015. The increase was attributable to a 33% increase in the Company’s revenue from the RV industry, a 26% increase in revenue from the MH industry, and a 57% increase in revenue from the industrial markets.

Net sales in the first six months of 2016 increased $136.9 million or 30%, to $593.8 million from $456.9 million in the prior year period. The increase was attributable to a 29% increase in the Company’s revenue from the RV industry, a 24% increase in revenues from the MH industry, and a 44% increase in revenues from the industrial markets.

The revenue increase largely reflected the revenue contribution of the acquisitions completed in 2016: Parkland Plastics, Inc. (“Parkland”), The Progressive Group (“Progressive”), Cana Holdings, Inc. (“Cana”), Mishawaka Sheet Metal, LLC (“MSM”), and the incremental revenue contributions of the 2015 acquisitions: Better Way Partners, LLC d/b/a Better Way Products (“Better Way”), Structural Composites of Indiana, Inc. (“SCI”), and North American Forest Products, Inc. and North American Moulding, LLC (collectively, “North American”). The sales improvement in the second quarter and first six months of 2016 is also attributable to: (i) increased RV, MH, and industrial market penetration; (ii) improved commercial and institutional fixtures sales in the industrial market; (iii) an increase in wholesale unit shipments in the RV and MH industries; and (iv) improved residential housing starts.

Revenue in the second quarter of 2016 and 2015 included $16.2 million and $13.8 million, respectively, related to the acquisitions completed in each of those periods. For the first six months of 2016 and 2015, revenue attributable to acquisitions completed in each of those periods was $20.0 million and $20.3 million, respectively.

Partially offsetting this revenue growth, particularly in the RV industry, in both the second quarter and first six months of 2016, was the continued mix shift towards a larger concentration of entry level and lower priced units, particularly related to travel trailers in the towables sector of the industry, which negatively impacted our content per unit growth. In addition, there were some normal competitive pricing situations experienced in certain market sectors in 2016 as a result of model year changeovers.

The Company’s RV content per unit (on a trailing twelve-month basis) for the second quarter of 2016 increased approximately 17% to $1,998 from $1,707 for the second quarter of 2015. The MH content per unit (on a trailing twelve-month basis) for the second quarter of 2016 increased approximately 3% to an estimated $1,844 from $1,790 for the second quarter of 2015.

The RV industry, which represented 75% and 76% of the Company’s sales in the second quarter and first six months of 2016, respectively, saw wholesale unit shipments increase by approximately 12% in both of those periods compared to 2015. The Company estimates that the MH industry, which represented 13% of the Company’s sales in the second quarter and 12% in the first six months of 2016, experienced a 12% and 18% increase in wholesale unit shipments in those periods, respectively, compared to the prior year periods. The industrial market sector accounted for approximately 12% of the Company’s sales in both the second quarter and first six months of 2016. We estimate that approximately 45% of our industrial revenue base is linked to the residential housing market, which experienced an increase in new housing starts of approximately 1% in the second quarter of 2016 and 7% in the first six months of 2016 compared to the prior year periods (as reported by the U.S. Department of Commerce).

Cost of Goods Sold. Cost of goods sold increased $66.8 million or 35%, to $259.9 million in the second quarter of 2016 from $193.1 million in 2015. As a percentage of net sales, cost of goods sold decreased during the second quarter of 2016 to 82.5% from 82.7% in 2015. For the first six months of 2016, cost of goods sold increased $112.1 million or 29%, to $493.2 million from $381.1 million in the prior year period. For the first six months of 2016, cost of goods sold as a percentage of net sales decreased to 83.1% from 83.4% in the prior year period.

Cost of goods sold as a percentage of net sales was positively impacted during both the second quarter and first six months of 2016 by increased revenue relative to our overall fixed overhead costs, the impact of the timing of acquisitions completed during 2015 and 2016, the addition of new higher margin product lines, and improved operating efficiencies. In addition, demand changes in certain market sectors can result in fluctuating costs of certain more commodity-oriented raw materials and other products that we utilize and distribute from quarter-to-quarter.  

Gross Profit. Gross profit increased $14.9 million or 37%, to $55.3 million in second quarter 2016 from $40.4 million in 2015. For the six months periods, gross profit increased $24.8 million or 33%, to $100.6 million in 2016 from $75.8 million in 2015. As a percentage of net sales, gross profit increased to 17.5% in the second quarter of 2016 from 17.3% in the same period in 2015, and increased to 16.9% in the first six months of 2016 from 16.6% in the prior year period. The improvement in gross profit dollars and as a percentage of net sales in both the second quarter and first six months of 2016 compared to 2015 reflected the positive impact of the factors discussed above under “Cost of Goods Sold,” including the positive contribution to gross profit of acquisition-related revenue growth as noted above.

Economic or industry-wide factors affecting the profitability of our RV, MH and industrial businesses include the costs of commodities used to manufacture our products and the competitive environment that can cause gross margins to fluctuate from quarter-to-quarter and year-to-year.

Exclusive of any commodity pricing fluctuations, competitive pricing dynamics, or other circumstances outside of our control, we anticipate full year gross margins to increase in 2016 from 2015 as a result of operating leverage from continued expected sales growth, as well as higher average gross margins on the acquisitions completed in 2015 and 2016 when compared to historical consolidated gross margins.

Warehouse and Delivery Expenses. Warehouse and delivery expenses increased $2.5 million or 36%, to $9.3 million in second quarter 2016 from $6.8 million in 2015. For the first six months, warehouse and delivery expenses increased $3.5 million or 26%, to $17.0 million in 2016 from $13.5 million in 2015. As a percentage of net sales, warehouse and delivery expenses were unchanged at 2.9% in the second quarter 2016 and 2015. For the comparable six months periods, warehouse and delivery expenses were 2.9% and 3.0% of net sales for 2016 and 2015, respectively.

The decrease in warehouse and delivery expenses as a percentage of net sales in the first six months of 2016 reflected the impact of increased direct ship business in our Distribution segment, a reduction in fuel costs, the impact of acquisitions completed in 2015 and 2016 with lower delivery expenses as a percentage of net sales when compared to the consolidated percentage, and more efficient utilization per delivery truckload. We expect the current reduced level of fuel costs, if sustained throughout the remainder of 2016, to positively impact our warehouse and delivery expense.

Selling, General and Administrative (SG&A) Expenses. SG&A expenses increased $3.6 million or 32%, to $14.8 million in second quarter 2016 from $11.2 million in 2015. For the first six months, SG&A expenses increased $6.3 million or 28%, to $29.0 million in 2016 from $22.7 million in 2015. The net increase in SG&A expenses in the second quarter and first six months of 2016 compared to the prior year periods primarily reflected the impact of additional headcount and administrative expenses associated with recent acquisitions and increased stock-based and incentive compensation expense designed to attract and retain key employees. As a percentage of net sales, SG&A expenses were 4.7% in the second quarter of 2016 compared to 4.8% in the second quarter of 2015. For the comparable six months periods, SG&A expenses were 4.9% and 5.0% of net sales for 2016 and 2015, respectively.

Amortization of Intangible Assets. Amortization of intangible assets increased $1.2 million and $2.4 million in the second quarter and first six months of 2016, respectively, compared to the prior year periods, primarily reflecting the impact of the acquisitions completed in 2015 (Better Way, SCI and North American) and in the first six months of 2016 (Parkland, Progressive, Cana and MSM). In the aggregate, in conjunction with the 2015 and 2016 acquisitions, the Company recognized an estimated $72.4 million in certain finite-lived intangible assets that are being amortized over periods ranging from two to 10 years.

Operating Income. Operating income increased $7.6 million or 37%, to $28.0 million in second quarter 2016 from $20.4 million in 2015. For the first six months, operating income increased $12.7 million or 35%, to $48.6 million in 2016 from $35.9 million in 2015. As a percentage of net sales, operating income increased to 8.9% in the second quarter of 2016 from 8.7% in the same period in 2015. For the first six months of 2016 and 2015, operating income was 8.1% and 7.8% of net sales, respectively. Operating income in the second quarter of 2016 and 2015 included $1.9 million and $2.2 million, respectively, attributable to the acquisitions completed in each of those periods. For the first six months of 2016 and 2015, operating income attributable to acquisitions completed in each of those periods was $2.3 million and $3.0 million, respectively. The change in operating income and operating margin is primarily attributable to the items discussed above.

Interest Expense, Net. Interest expense increased $0.7 million to $1.6 million in second quarter 2016 from $0.9 million in the prior year. For the first six months, interest expense increased $1.6 million to $3.3 million in 2016 from $1.7 million in 2015. The change in interest expense reflects increased borrowings primarily to fund acquisitions and increased working capital needs in the second quarter and first six months of 2016.

Income Taxes. The Company recorded income taxes at an estimated effective rate of 36.7% and 36.6% in the second quarter and first six months of 2016, respectively. For both of the comparable 2015 periods, the estimated effective tax rate was 38.0%. As we continue to refine our state income tax estimates, which are impacted by shifts in apportionment factors among states as a result of recent acquisition activity and other factors, we could experience fluctuations in our combined effective income tax rate from period to period and for the remainder of 2016.

In both the first six months of 2016 and 2015, the Company realized approximately $1.2 million of excess tax benefits on stock-based compensation, which had not been recorded as deferred tax assets at December 31, 2015 and 2014. These tax benefits were recorded to shareholders’ equity upon realization in 2016 and 2015.

Net Income. Net income for the second quarter of 2016 was $16.7 million or $1.10 per diluted share compared to $12.1 million or $0.78 per diluted share for 2015. For the first six months, net income was $28.7 million or $1.90 per diluted share in 2016 compared to $21.2 million or $1.37 per diluted share for 2015. The changes in net income for both the second quarter and first six months of 2016 reflect the impact of the items previously discussed.

REVIEW BY BUSINESS SEGMENT

The Company has determined that its reportable segments are those based on its method of internal reporting, which segregates its businesses by product category and production/distribution process.

The Company’s reportable business segments are as follows:

Manufacturing – The Company’s lamination operations utilize various materials, such as lauan, medium-density fiberboard (“MDF”), gypsum, and particleboard, which are bonded by adhesives or a heating process to a number of products, including vinyl, paper, foil, and high-pressure laminates. These products are utilized to produce furniture, shelving, walls, countertops, and cabinet products with a wide variety of finishes and textures. This segment also includes the following divisions: cabinet doors, fiberglass bath fixtures, hardwood furniture, vinyl printing, solid surface, granite, and quartz countertop fabrication, RV painting, fabricated aluminum products, simulated wood and stone products, fiberglass and plastic components, softwoods lumber, custom cabinetry, polymer-based flooring and other products. Patrick’s major manufactured products also include wrapped vinyl, paper and hardwood profile mouldings, interior passage doors, and slotwall panels and components.

Distribution – The Company distributes pre-finished wall and ceiling panels, drywall and drywall finishing products, electronics and audio systems components, wiring, electrical and plumbing products, fiber reinforced polyester products, cement siding, interior passage doors, roofing products, laminate and ceramic flooring, shower doors, furniture, fireplaces and surrounds, interior and exterior lighting products, and other miscellaneous products.

Second Quarter and Six Months Ended June 26, 2016 Compared to 2015

General

In the discussion that follows, sales attributable to the Company’s operating segments include intersegment sales, while gross profit includes the impact of intersegment operating activity.

The table below presents information about the sales, gross profit and operating income of the Company’s operating segments. A reconciliation to consolidated operating income is presented in Note 12 to the Condensed Consolidated Financial Statements.

Manufacturing

Sales. Sales increased $77.0 million or 42%, to $261.5 million in second quarter 2016 from $184.5 million in 2015. In the first six months of 2016, sales increased $134.2 million or 37%, to $493.5 million from $359.3 million in the first six months of 2015. This segment accounted for approximately 81% of the Company’s consolidated net sales for both the second quarter and first six months of 2016, and 77% for both the second quarter and first six months of 2015. In the second quarter of 2016, the sales increase reflected a 42% increase in the Company’s revenue from the RV industry, a 47% increase in revenue from the MH industry, and a 37% increase in revenue from the industrial markets. On a year-to-date basis, the sales increase reflected a 38%, 40% and 30% increase in the Company’s revenue from the RV industry, MH industry and industrial markets, respectively.

Revenue in the second quarter of 2016 and 2015 included $10.7 million and $13.8 million, respectively, attributable to the acquisitions completed in each of those periods. For the first six months of 2016 and 2015, revenue attributable to acquisitions completed in each of those periods was $13.1 million and $20.3 million, respectively. The sales improvement was also attributable to: (i) increased RV, MH and industrial market penetration; (ii) an increase in wholesale unit shipments in the RV and MH industries; and (iii) improved commercial and institutional fixtures business in the industrial markets. Partially offsetting this revenue growth, particularly in the RV industry, in both the second quarter and first six months of 2016, was the continued mix shift towards a larger concentration of entry level and lower priced units, particularly related to travel trailers in the towables sector of the industry, which negatively impacted our content per unit growth.

Gross Profit. Gross profit increased $13.9 million to $45.8 million in second quarter 2016 from $31.9 million in second quarter 2015. As a percentage of sales, gross profit increased to 17.5% in second quarter 2016 from 17.3% in 2015. For the six months periods, gross profit increased $24.4 million to $84.6 million in 2016 from $60.2 million in 2015. As a percentage of net sales, gross profit increased to 17.1% in the first six months of 2016 from 16.8% in the same period in 2015. Gross profit for the second quarter and first six months of 2016 improved primarily as a result of: (i) the addition of new, higher margin product lines; (ii) the impact of acquisitions completed during 2015 and 2016; (iii) higher revenue relative to overall fixed overhead costs; and (iv) improved operating efficiencies.

Operating Income. Operating income increased $10.0 million to $31.2 million in second quarter 2016 from $21.2 million in the prior year. For the six months periods, operating income increased $17.9 million to $57.4 million in 2016 from $39.5 million in 2015. The improvement in operating income primarily reflects the increase in gross profit mentioned above. Operating income in the second quarter of 2016 and 2015 included $1.6 million and $2.2 million, respectively, attributable to the acquisitions completed in each of those periods. For the first six months of 2016 and 2015, operating income attributable to acquisitions completed in each of those periods was $1.9 million and $3.0 million, respectively.

Distribution

Sales. Sales increased $6.4 million or 12%, to $60.9 million in the second quarter of 2016 from $54.5 million in 2015. In the first six months of 2016, sales increased $5.0 million or 5%, to $113.3 million from $108.3 million in the first six months of 2015. This segment accounted for approximately 19% of the Company’s consolidated net sales for both the second quarter and first six months of 2016, and 23% for both the second quarter and first six months of 2015. The sales increase in both the second quarter and first six months of 2016 largely reflected an increase in the Company’s revenue from the industrial markets that was partially offset, particularly in the six months of 2016, by a 4% decrease in the Company’s distribution revenue from the RV industry that primarily reflected the continued mix shift towards a larger concentration of entry level and lower priced units, particularly in the travel trailers sector of the towables market.

The acquisition of Progressive, which was completed in the latter half of the first quarter of 2016, contributed approximately $5.5 million and $6.9 million to total sales in the Distribution segment in the second quarter and first six months of 2016, respectively. The acquisitions completed in 2015 were all related to the Manufacturing segment, and therefore there was no impact from these acquisitions on revenues in the Distribution segment.

Gross Profit. Gross profit increased $1.6 million to $10.1 million in second quarter 2016 from $8.5 million in second quarter 2015. As a percentage of sales, gross profit increased to 16.6% in second quarter 2016 from 15.5% in 2015. For the six months periods, gross profit increased $2.0 million to $18.7 million in 2016 from $16.7 million in 2015. As a percentage of net sales, gross profit increased to 16.5% in the first six months of 2016 from 15.4% in the same period in 2015. The increase in gross profit as a percentage of sales for both the second quarter and first six months of 2016 is primarily attributable to the strategic exit of certain negative or lower margin product lines within several of our distribution businesses.

Operating Income. Operating income increased $0.3 million to $3.9 million in second quarter 2016 from $3.6 million in the prior year. For the six months periods, operating income increased $0.7 million to $7.5 million in 2016 from $6.8 million in 2015. The acquisition of Progressive contributed approximately $0.3 million and $0.4 million to total operating income in the Distribution segment in the second quarter and first six months of 2016, respectively. The acquisitions completed in 2015 were all related to the Manufacturing segment, and therefore there was no impact from these acquisitions on operating income in the Distribution segment. The change in operating income is primarily attributable to the items discussed above.

Unallocated Corporate Expenses

Unallocated corporate expenses in the second quarter of 2016 increased $1.5 million to $3.9 million from $2.4 million in the comparable prior year period. In the first six months of 2016, unallocated corporate expenses increased $3.5 million to $10.3 million from $6.8 million in the first six months of 2015. Unallocated corporate expenses in the first six months of 2016 included the impact of an increase in administrative wages, incentives and payroll taxes, and additional headcount associated with the 2015 and 2016 acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Operating Activities

Cash flows from operations represent the net income earned in the reported periods adjusted for non-cash items and changes in operating assets and liabilities. Our primary sources of liquidity have been cash flows from operating activities and borrowings under our 2015 Credit Facility (as defined herein). Our principal uses of cash are to support working capital demands, meet debt service requirements and support our capital allocation strategy, which includes acquisitions, capital expenditures, and repurchases of the Company’s common stock, among others.

Net cash provided by operating activities was $17.3 million in the first six months of 2016 compared to $27.4 million in 2015. Net income was $28.7 million in the first six months of 2016 compared to $21.2 million in 2015. Net of acquisitions, trade receivables increased $46.0 million in the first six months of 2016 and $12.6 million in the same period of 2015, reflecting increased sales levels in each of those periods, including the post-acquisition sales increases of the acquisitions completed in 2016, 2015 and 2014, as well as the timing of certain customer payments. Due to the timing of the end of our fiscal quarters compared to the payment cycles of certain of our customers, cash flows from operating activities do not reflect the receipt of $29.8 million and $3.8 million in cash payments on trade receivables on the day following the end of our fiscal quarters ended June 26, 2016 and June 28, 2015, respectively.   

The $21.2 million net increase in accounts payable and accrued liabilities in the first six months of 2016 and the $6.1 million net increase in the comparable 2015 period, primarily reflected the increased level of business activity, the timing and impact of acquisitions, and ongoing operating cash management.

The Company paid income taxes of $16.4 million and $16.5 million in the second quarter and first six months of 2016, respectively. For the comparable periods in 2015, the Company paid income taxes of $10.3 million and $12.0 million, respectively. The Company had various state net operating loss carry forwards (“NOLs”) of approximately $0.7 million at December 31, 2015, of which approximately $0.5 million were remaining to be utilized as of June 26, 2016. The Company estimates that it will utilize a majority of the remaining state NOLs by the end of 2016. In 2016 and 2015, the Company made quarterly estimated tax payments consistent with its expected annual 2016 and 2015 federal and state income tax liability.

In both the first six months of 2016 and 2015, the Company realized approximately $1.2 million of additional taxable deductions related to excess tax benefits on stock-based compensation, which had not been recorded as deferred tax assets at December 31, 2015 and 2014. These tax benefits were recorded to shareholders’ equity upon realization in the first six months of 2016 and 2015.

Investing Activities 

Investing activities used cash of $72.9 million in the first six months of 2016 primarily to fund the Parkland, Progressive, Cana and MSM acquisitions for $67.0 million in the aggregate, and for capital expenditures of $6.1 million. Investing activities used cash of $63.7 million in the first six months of 2015 primarily to fund the Better Way and SCI acquisitions for $60.5 million in the aggregate, and for capital expenditures of $3.2 million.

The capital plan for full year 2016 includes spending related to facility expansion costs outside of our core Midwest market, strategic equipment replacement and upgrades of production equipment to improve efficiencies and increase capacity, and maintenance expenditures at certain of our facilities. Our current operating model forecasts capital expenditures for fiscal 2016 of approximately $10.0 million to $12.0 million.

Financing Activities

Net cash flows provided by financing activities were $55.6 million in the first six months of 2016 compared to $42.9 million in the comparable 2015 period. As of June 26, 2016, availability under the 2015 Revolver (as defined herein) was $26.3 million, including cash on hand.

Total net borrowings on the 2015 Revolver were $59.9 million in the aggregate in the first six months of 2016. These borrowings were primarily used for funding the Parkland, Progressive, Cana and MSM acquisitions, stock repurchases and capital expenditures, totaling $77.7 million in the aggregate. In addition, the Company paid down $2.7 million in principal on its Term Loan (as defined herein) in accordance with its scheduled debt service requirements with no comparable amount in 2015.

Total borrowings related to the Term Loan and net repayments on the 2015 Revolver were $48.9 million in the aggregate in the first six months of 2015. These borrowings were primarily used to fund the Better Way and SCI acquisitions, stock repurchases and capital expenditures, totaling $69.4 million in the aggregate.

In the first six months of 2016 and 2015, the Company repurchased shares of its common stock for a total cost of $4.7 million and $5.7 million, respectively. See Note 13 to the condensed consolidated financial statements for additional details. In addition, cash flows from financing activities included $1.9 million of proceeds received from the exercise of stock options in 2016.

Cash flows related to financing activities in both the first six months of 2016 and 2015 also included $1.2 million related to the realization of excess tax benefits on stock-based compensation. See the related discussion above under “Cash Flows – Operating Activities” for additional details.

At the beginning of the fiscal third quarter of 2016 through August 4, 2016, the Company paid down an additional $2.7 million in principal on its Term Loan and used borrowings of approximately $11 million and $35 million to fund the acquisitions of LS Mfg. and BHE, respectively.

Capital Resources

2015 Credit Facility

On August 31, 2015, the Company entered into a first amendment to the 2015 Credit Agreement to expand the 2015 Credit Facility to $300.0 million from $250.0 million by expanding the 2015 Revolver to $225.0 million.

At June 26, 2016, the Company had $64.3 million outstanding under the Term Loan and $197.4 million outstanding under the 2015 Revolver.

On July 26, 2016, the Company entered into a second amendment to the 2015 Credit Agreement to expand the 2015 Credit Facility to $360.0 million from $300.0 million by expanding the 2015 Revolver to $269.4 million and the Term Loan to $90.6 million, and to add 1^st Source Bank as an additional participant.

Pursuant to the 2015 Credit Agreement, the financial covenants include: (a) a maximum consolidated total leverage ratio, measured on a quarter-end basis, not to exceed 3.00:1.00 for the 12-month period ending on such quarter-end; and (b) a required minimum consolidated fixed charge coverage ratio, measured on a quarter-end basis, of at least 1.50:1.00 for the 12-month period ending on such quarter-end.

As of and for the June 26, 2016 reporting date, the Company was in compliance with both of these financial debt covenants as required under the terms of the 2015 Credit Agreement. The required maximum consolidated total leverage ratio and the minimum consolidated fixed charge coverage ratio compared to the actual amounts as of June 26, 2016 and for the fiscal period then ended are as follows: 

Additional information regarding (1) certain definitions, terms and reporting requirements included in the 2015 Credit Agreement; (2) the interest rates for borrowings at June 26, 2016; and (3) the composition of the calculation of both the consolidated total leverage ratio and the consolidated fixed charge coverage ratio is included in Note 9 to the Condensed Consolidated Financial Statements.

Summary of Liquidity and Capital Resources

Our primary sources of liquidity are cash flow from operations, which includes selling our products and collecting receivables, available cash reserves and borrowing capacity available under our 2015 Credit Facility. Our principal uses of cash are to support working capital demands, meet debt service requirements and support our capital allocation strategy, which includes acquisitions, capital expenditures, and repurchases of the Company’s common stock, among others.

As of June 26, 2016, prior to the expansion of the 2015 Revolver effective July 26, 2016, the availability under the 2015 Revolver was $26.3 million, including cash on hand. Borrowings under the 2015 Revolver and the Term Loan under the 2015 Credit Facility are subject to a maximum total borrowing limit of $360.0 million (effective as of July 26, 2016) and are subject to variable rates of interest. As of July 29, 2016 (funding date of BHE acquisition), the availability under the 2015 Revolver was $82.4 million, including cash on hand. For the first six months of 2016 and for the fiscal year ended December 31, 2015, we were in compliance with all of our debt covenants under the terms of the credit agreement in effect at each reporting date.

We believe that our existing cash and cash equivalents, cash generated from operations, and available borrowings under our 2015 Credit Facility will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months, exclusive of any acquisitions, based on our current cash flow budgets and forecasts of our short-term and long-term liquidity needs.

Our ability to access unused borrowing capacity under the 2015 Credit Facility as a source of liquidity is dependent on our maintaining compliance with the financial covenants as specified under the terms of the 2015 Credit Agreement. In 2016, our management team is focused on increasing market share, maintaining margins, keeping costs aligned with revenue, further improving operating efficiencies, managing inventory levels and pricing, and acquiring businesses and product lines that meet established criteria. In addition, future liquidity and capital resources may be impacted as we continue to make targeted capital investments to support new business and leverage our operating platform and to repurchase common stock in conjunction with the Company’s new stock repurchase program announced in January 2016.

Our working capital requirements vary from period to period depending on manufacturing volumes primarily related to the RV and MH industries, the timing of deliveries, and the payment cycles of our customers. In the event that our operating cash flow is inadequate and one or more of our capital resources were to become unavailable, we would seek to revise our operating strategies accordingly. We will continue to assess our liquidity position and potential sources of supplemental liquidity in view of our operating performance, current economic and capital market conditions, and other relevant circumstances.

CRITICAL ACCOUNTING POLICIES

There have been no material changes to our significant accounting policies which are summarized in the MD&A and Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2015. 

OTHER 

Seasonality

Manufacturing operations in the RV and MH industries historically have been seasonal and generally have been at the highest levels when the climate is moderate. Accordingly, the Company’s sales and profits had generally been the highest in the second and third quarters. Seasonal industry trends in the past several years have included the impact related to the addition of major RV manufacturer open houses for dealers to the September timeframe, whereby dealers are delaying purchases until new product lines are introduced at these shows. This has resulted in seasonal softening in the RV industry beginning in the third quarter and extending through October, and when combined with our increased concentration in the RV industry, led to a seasonal trend pattern in which the Company achieves its strongest sales and profit levels in the first half of the year.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

The Company makes forward-looking statements with respect to financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive position, growth opportunities for existing products, plans and objectives of management, markets for the common stock of Patrick Industries, Inc. and other matters from time to time and desires to take advantage of the “safe harbor” which is afforded such statements under the Private Securities Litigation Reform Act of 1995 when they are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the forward-looking statements. The statements contained in the foregoing “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, as well as other statements contained in the quarterly report and statements contained in future filings with the Securities and Exchange Commission (“SEC”), publicly disseminated press releases, quarterly earnings conference calls, and statements which may be made from time to time in the future by management of the Company in presentations to shareholders, prospective investors, and others interested in the business and financial affairs of the Company, which are not historical facts, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements. Any projections of financial performance or statements concerning expectations as to future developments should not be construed in any manner as a guarantee that such results or developments will, in fact, occur. There can be no assurance that any forward-looking statement will be realized or that actual results will not be significantly different from that set forth in such forward-looking statement. The Company does not undertake to publicly update or revise any forward-looking statements except as required by law. Factors that may affect the Company’s operations and prospects are contained in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and in the Company's Form 10-Qs for subsequent quarterly periods, which are filed with the SEC and are available on the SEC’s website at www.sec.gov.

Debt Obligations

At June 26, 2016, our total debt obligations under our 2015 Credit Agreement were under either LIBOR-based or prime rate-based interest rates. A 100 basis point increase in the underlying LIBOR and prime rates would result in additional annual interest cost of approximately $2.6 million, assuming average borrowings, including the Term Loan, subject to variable rates of $261.7 million, which was the amount of such borrowings outstanding (excluding the reclassification of deferred financing costs related to the Term Loan) at June 26, 2016 subject to variable rates.

Inflation

The prices of key raw materials, consisting primarily of lauan, gypsum, particleboard, fiberglass and aluminum, are influenced by demand and other factors specific to these commodities, such as the price of oil, rather than being directly affected by inflationary pressures. Prices of certain commodities have historically been volatile and continued to fluctuate in the first half of 2016. During periods of rising commodity prices, we have generally been able to pass the increased costs to our customers in the form of surcharges and price increases. However, there can be no assurance future cost increases, if any, can be partially or fully passed on to customers, or that the timing of such sales price increases will match raw material cost increases. We do not believe that inflation had a material effect on results of operations for the periods presented.

Disclosure Controls and Procedures